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): June 27, 2012
INLAND REAL ESTATE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Maryland (State or Other Jurisdiction of Incorporation) |
| 001-32185 (Commission File Number) |
| 36-3953261 (IRS Employer Identification No.) |
|
2901 Butterfield Road Oak Brook, Illinois 60523 (Address of Principal Executive Offices) | |||||
(630) 218-8000 (Registrant’s Telephone Number, Including Area Code) | |||||
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:
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 5.07
Submission of Matters to a Vote of Security Holders.
On June 27, 2012, Inland Real Estate Corporation, a Maryland corporation (the “Company”), held its annual meeting of stockholders. A total of 89,067,837 shares of the Company’s common stock was outstanding and entitled to vote and the number of shares present in person or by proxy was 80,430,324 representing approximately 90.30% of the outstanding stock entitled to vote at the meeting.
The stockholders elected the seven nominees named below to serve as directors until the next annual meeting of stockholders or as otherwise provided in the Company’s governing documents. The final results of the election of directors were as follows:
Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | |
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|
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|
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Thomas P. D’Arcy | 61,953,483 | 1,248,262 | 249,525 | 16,979,054 | |
Daniel L. Goodwin | 61,645,785 | 1,256,745 | 548,741 | 16,979,053 | |
Joel G. Herter | 61,853,590 | 1,346,326 | 251,354 | 16,979,054 | |
Heidi N. Lawton | 61,855,903 | 1,341,187 | 254,181 | 16,979,053 | |
Thomas H. McAuley | 61,576,149 | 1,621,074 | 252,858 | 16,980,243 | |
Thomas R. McWilliams | 62,086,022 | 1,111,106 | 252,953 | 16,980,243 | |
Joel D. Simmons | 59,742,327 | 3,432,131 | 276,812 | 16,979,054 | |
In addition to electing directors, the stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. Stockholders cast 78,316,431 votes for ratifying the appointment and 1,895,020 votes against ratifying the appointment. Stockholders abstained from casting 218,873 votes, and there were no Broker Non-Votes, on the ratification of the appointment of KPMG LLP.
The stockholders also adopted a non-binding advisory resolution approving our executive compensation. Stockholders cast 60,828,534 votes for adopting the resolution and 2,031,801 against adopting the resolution. There were 627,756 abstentions and 16,942,233 Broker Non-Votes regarding this matter.
Finally, the stockholders approved an amendment to the Company's charter to increase the total number of shares of preferred stock that the Company has authority to issue from 6,000,000 to 12,000,000. Stockholders cast 56,587,426 votes for approving the amendment and 6,304,883 against approving the amendment. There were 595,781 abstentions and 16,924,234 Broker Non-Votes regarding this matter.
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.
INLAND REAL ESTATE CORPORATION
By: | /s/ Mark E. Zalatoris |
Name: | Mark E. Zalatoris |
Title: | President and Chief Executive Officer |
Date:
June 28, 2012