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 22, 2013

 

CoreSite Realty Corporation

(Exact name of registrant as specified in charter)

 

Maryland

 

001-34877

 

27-1925611

(State or other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

1050 17th Street, Suite 800
Denver, CO

 

80265

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (866) 777-2673

 

N/A

(Former name or former address if changed since last report.)

 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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.

 

On May 22, 2013, at the 2013 Annual Meeting of Stockholders (the “Annual Meeting”) of CoreSite Realty Corporation (the “Company”), the Company’s stockholders approved an amendment and restatement of the CoreSite Realty Corporation and Coresite, L.P. 2010 Equity Incentive Award Plan (the “Plan”) to, among other things, increase the number of shares authorized for issuance under the Plan by an additional 3,000,000 shares, allow “performance-based” awards under the Plan to qualify for deductibility for federal income tax purposes, and allow for cash awards to be issued under the Plan in addition to share-based awards. The amendment and restatement of the Plan became effective immediately upon stockholder approval at the Annual Meeting.

 

The summary of the Plan included herein is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.07.                Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting was held on May 22, 2013, at which the stockholders voted on proposals as follows:

 

Proposal 1.  Election of directors, each to serve until the 2014 Annual Meeting of Stockholders or until a successor for each has been duly elected and qualified.

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Robert G. Stuckey

 

17,472,889

 

985,866

 

1,362,243

 

Thomas M. Ray

 

18,200,048

 

258,707

 

1,362,243

 

James A. Attwood, Jr.

 

18,163,092

 

295,663

 

1,362,243

 

Michael Koehler

 

18,115,706

 

343,049

 

1,362,243

 

Paul E. Szurek

 

17,873,843

 

584,912

 

1,362,243

 

J. David Thompson

 

17,710,683

 

748,072

 

1,362,243

 

David A. Wilson

 

18,114,491

 

344,264

 

1,362,243

 

 

Proposal 2.  Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

19,741,964

 

74,992

 

4,042

 

0

 

 

Proposal 3.  Advisory resolution to approve the compensation of the Company’s named executive officers.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

17,882,990

 

562,923

 

12,842

 

1,362,243

 

 

Proposal 4.  Approval of the Amended and Restated 2010 Equity Incentive Award Plan.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

15,530,266

 

2,909,365

 

19,124

 

1,362,243

 

 

Item 7.01.                Regulation FD Disclosure.

 

The Company recently received a private letter ruling from the Internal Revenue Service concluding that its treatment of inter-connection revenues is qualifying income for REIT qualification purposes.  Historically, this revenue was recognized in the Company’s taxable REIT subsidiary, or TRS.  Due to the levels of taxable income of the TRS in prior years, the Company has not to date paid significant income taxes.  The Company is not modifying its 2013 annual guidance as a result of this ruling.

 

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Item 9.01.                Financial Statements and Exhibits.

 

(d)         Exhibits

 

Exhibit

 

Description of Exhibit

10.1

 

CoreSite Realty Corporation and Coresite, L.P. 2010 Equity Incentive Award Plan (As Amended and Restated).

 

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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.

 

Date: May 24, 2013

CORESITE REALTY CORPORATION

 

 

 

By:

/s/ Jeffrey S. Finnin

 

Name:

Jeffrey S. Finnin

 

Title:

Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit

 

Description of Exhibit

10.1

 

CoreSite Realty Corporation and Coresite, L.P. 2010 Equity Incentive Award Plan (As Amended and Restated).

 

5