UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
–––––––––––––
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): May 4, 2010
––––––––––––
COGDELL
SPENCER INC.
(Exact
name of registrant as specified in its charter)
Maryland
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001-32649
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20-3126457
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(State
or other jurisdiction of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
Number)
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4401
Barclay Downs Drive, Suite 300
Charlotte,
North Carolina
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28209
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (704) 940-2900
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) On May 4, 2010, Cogdell Spencer Inc. (the "Company") held its
2010 Annual Meeting of Stockholders (the "Annual Meeting"), at which the
Company's stockholders approved the Cogdell Spencer Inc. 2010 Long Term
Incentive Compensation Plan (the "2010 Plan”). The Board, upon the
recommendation of the Compensation Committee, adopted the 2010 Plan on February
24, 2010, subject to stockholder approval, and is effective as of February 24,
2010.
The
purpose of the 2010 Plan is to advance our interests and the interests of our
stockholders by attracting employees, directors and consultants to the Company
and its subsidiaries and incentivizing employees, directors and consultants to
remain with the Company and its subsidiaries and encouraging them to increase
their efforts to make the Company’s business more successful whether directly or
through its subsidiaries or other affiliates. The 2010 Plan permits the award of
equity-based incentives to employees, directors and consultants of the Company
and its subsidiaries in the form of options, restricted stock, phantom shares,
dividend equivalent rights and other forms of equity-based compensation
(including long term incentive plan units and other interests in the operating
partnership). The terms and conditions of the 2010 Plan are
substantially the same to the terms and conditions of the Company's 2005 long
term compensation plan.
A
description of the material terms of the 2010 Plan was included in the Company’s
definitive proxy statement on Schedule 14A filed with the Securities and
Exchange Commission on March 19, 2010, which is incorporated herein by
reference. The above description of the 2010 Plan is qualified in its
entirety by reference to the copy of the 2010 Plan, as approved, filed herewith
as Exhibit 10.1 and incorporated herein by reference.
ITEM 5.07 Submission of
Matters to a Vote of Security Holders.
On May 4,
2010, the Company held its Annual Meeting at the Company headquarters located at
4401 Barclay Downs Drive, Suite 300, Charlotte, North Carolina
28209-4670. The final voting results for each of the proposals
submitted to a vote of security holders at the Annual Meeting are set forth
below.
Proposal
1. The election of nine members to the board of
directors, each to serve until the 2011 annual meeting of stockholders and until
his successor is duly elected and qualifies.
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James
W. Cogdell
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31,067,190
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715,436
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4,855,752
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Frank
C. Spencer
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31,383,088
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399,538
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4,855,752
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John
R. Georgius
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31,339,847
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442,779
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4,855,752
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Richard
B. Jennings
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31,339,847
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442,779
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4,855,752
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Christopher
E. Lee
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31,339,847
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442,779
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4,855,752
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Richard
C. Neugent
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31,387,562
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395,064
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4,855,752
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Randolph
D. Smoak, Jr., M.D.
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31,352,147
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430,479
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4,855,752
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David
J. Lubar
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31,374,685
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407,941
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4,855,752
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Scott
A. Ransom
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31,175,395
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607,231
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4,855,752
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Proposal
2. The approval of the Cogdell Spencer Inc. 2010 Long
Term Incentive Compensation Plan.
Proposal
3. The ratification of the appointment of
Deloitte & Touche LLP as the Company's independent registered public
accounting firm for the year ending December 31,
2010.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
COGDELL
SPENCER INC.
Dated: May
7,
2010 By: /s/ Charles M.
Handy
Charles M. Handy
Chief Financial
Officer
EXHIBIT
INDEX
Exhibit
Number Description
Exhibit
10.1 Cogdell
Spencer Inc. 2010 Long Term Incentive Compensation Plan