ITEM 5.07. Submission of Matters to a Vote of Security Holders.
On November 18, 2020, the Inspector completed its review and certified the
results of the written consent solicitation conducted by Land & Buildings
Investment Management, LLC, together with its affiliates (collectively, "Land &
Buildings"), in connection with Land & Buildings' request for a special meeting
of the Company's stockholders (the "Special Meeting"). According to the
Inspector, consents were delivered by Land & Buildings to the Company on
November 11, 2020, with respect to 64,313,667 shares of the Company's common
stock as of the Record Date with respect to the proposal to request a special
meeting and the proposal with respect to certain matters incidental to calling
the special meeting.
Based on the 148,865,947 shares of the Company's common stock outstanding on the
Record Date, Land & Buildings delivered consents representing approximately
43.2% of the outstanding shares of the Company's common stock entitled to vote
at a special meeting, in excess of the 25% of outstanding shares entitled to
vote necessary to call a special meeting under the Company's Amended and
Restated By-Laws. At the Special Meeting, Land & Buildings has indicated it
intends to submit to the Company's stockholders proposals to (i) approve a
non-binding resolution urging the board of directors to put any proposed
separation or spin-off involving the Company to a vote of the Company's
stockholders at a duly called meeting of stockholders and to refrain from
proceeding with any such separation or spin-off involving the Company unless
approved by a vote of a majority of the Company's stockholders and (ii) transact
such other business as may properly come before the Special Meeting.
ITEM 9.01. Financial Statements and Exhibits.
(d) The following exhibits are furnished with this report:
Exhibit
No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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