8-K
filed December 5, 2022, 6:59 PM ET
ticker PKST
CIK 0001600626
other material
confidence high
sentiment positive
materiality 0.80
Shareholders approve REIT conversion; credit agreement amended for industrial property spin-off
Peakstone Realty Trust
- Conversion from Maryland corporation to Maryland REIT approved: ~168.3M for, ~9.1M against.
- Sixth Amendment to credit agreement adjusts tangible net worth covenant to allow permitted distributions.
- Amendment defines SpinCo Transaction: contribution of industrial & office properties to new public company (Industrial SpinCo Trust).
- SpinCo interests will be distributed to current shareholders and OP unitholders.
- All eight director nominees elected; Ernst & Young ratified; say-on-pay and adjournment approved.
Key facts
Extracted from this filing and checked against the source text.
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Peakstone Realty Trust amended Sixth Amendment with various lending institutions and KeyBank National Association, as administrative agent (effective 2022-11-30).
- Action
- amendment
- Agreement
- credit facility
- Counterparty
- various lending institutions and KeyBank National Association, as administrative agent
- Effective
- 2022-11-30
Exact text from the filing
On November 30, 2022, Griffin Realty Trust, Inc. (the "Registrant"), through GRT OP, L.P. ("GRT OP"), as borrower, certain subsidiaries of GRT OP party thereto as guarantors, various lending institutions and KeyBank National Association, as administrative agent, entered into the Sixth Amendment (the "Sixth Amendment") to that certain Second Amended and Restated Credit Agreement dated as of April 30, 2019, as amended by that certain First Amendment to the Second Amended and Restated Credit Agreement dated as of October 1, 2020, the Second Amendment to the Second Amended and Restated Credit Agreement dated as of December 18, 2020, the Third Amendment to the Second Amended and Restated Credit Agreement dated as of July 14, 2021, the Fourth Amendment to the Second Amended and Restated Credit Agreement dated as of April 28, 2022 and the Fifth Amendment to the Second Amended and Restated Credit Agreement dated as of September 28, 2022 (collectively, the "Existing Credit Agreement").
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Peakstone Realty Trust shareholders approved Conversion of the Registrant from a Maryland corporation to a Maryland real estate investment trust at the 2022-11-30 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2022-11-30
Exact text from the filing
was approved by the following vote: Votes For: Votes Against: Votes Abstained: Approval of Conversion Proposal 168,336,245 9,139,714 7,757,308 There were 24,741,829 broker non-votes with respect to Proposal 1.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Peakstone Realty Trust shareholders approved Advisory (non-binding) approval of the compensation paid to named executive officers at the 2022-11-30 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2022-11-30
Exact text from the filing
by the following vote: Votes For: Votes Against: Votes Abstained: Approval of Say on Pay Vote 148,058,630 15,341,063 21,833,573 There were 24,741,829 broker non-votes with respect to Proposal 4.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Peakstone Realty Trust shareholders approved Election of eight directors to the board of directors at the 2022-11-30 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2022-11-30
Exact text from the filing
All of the nominees were elected to serve as directors of the Registrant by the following vote: Votes For: Votes Against: Votes Abstained: Kevin A. Shields 168,014,991 4,773,532 12,444,745 Michael J. Escalante 167,460,171 5,272,208 12,500,888 Kathleen S. Briscoe 167,014,993 4,978,475 13,239,798 Gregory M. Cazel 167,509,076 4,985,456 12,738,734 Ranjit M. Kripalani 166,955,328 5,474,464 12,803,477 James F. Risoleo 166,458,837 5,270,335 13,504,092 J. Grayson Sanders 167,333,608 5,213,858 12,685,803 Samuel Tang 167,295,060 5,278,310 12,659,901 There were 24,741,829 broker non-votes with respect to Proposal 2.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Peakstone Realty Trust shareholders approved Approval of the adjournment of the annual meeting to a later date, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Conversion Proposal at the 2022-11-30 meeting.
- Outcome
- passed
- Meeting
- 2022-11-30
Exact text from the filing
was approved by the following vote: Votes For: Votes Against: Votes Abstained: Adjournment 193,477,702 6,553,978 9,943,419 There were 24,741,829 broker non-votes with respect to Proposal 5.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Peakstone Realty Trust shareholders approved Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2022 at the 2022-11-30 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2022-11-30
Exact text from the filing
was ratified by the following vote: Votes For: Votes Against: Votes Abstained: Ratification of Appointment of Ernst & Young LLP 198,938,723 3,399,798 7,636,576 There were no broker non-votes with respect to Proposal 3.
View on SEC.gov
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