8kannualmeeting2014


 
 
 
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 7, 2014
 
ASSOCIATED ESTATES REALTY CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
Commission File Number 1-12486
 
Ohio
 
34-1747603
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification Number)
        
 
 
1 AEC PARKWAY, RICHMOND HEIGHTS, OHIO 44143-1550
(Address of principal executive offices)
 
(216) 261-5000
(Registrant's telephone number, including area code)
 
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))
 
 
 
 
 


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ITEM 5.07    Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of Associated Estates Realty Corporation (the “Company”) was held in Cleveland, Ohio on May 7, 2014.  At that meeting, the shareholders considered and acted upon the following proposals: 
Proposal One:  Election of Directors.  By the vote reflected below, the shareholders elected the following individuals as directors for a one-year term and until their respective successors have been duly elected and qualified:
Director
 
For
 
Withhold
 
Abstain
 
Broker
Non-Votes
Albert T. Adams
 
36,886,306
 
8,320,576
 
—
 
8,178,118
Jeffrey I. Friedman
 
42,470,126
 
2,736,756
 
—
 
8,178,118
Michael E. Gibbons
 
44,708,131
 
498,751
 
—
 
8,178,118
Mark L. Milstein
 
42,509,760
 
2,697,122
 
—
 
8,178,118
James J. Sanfilippo
 
44,577,356
 
629,526
 
—
 
8,178,118
James A. Schoff
 
42,991,262
 
2,215,620
 
—
 
8,178,118
Richard T. Schwarz
 
44,162,089
 
1,044,793
 
—
 
8,178,118
  
Proposal Two: Approval of the Associated Estates Realty Corporation Amended and Restated 2011 Equity-Based Award Plan. By the vote reflected below, the shareholders approved the Associated Estates Realty Corporation Amended and Restated 2011 Equity-Based Award Plan:
 
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Proposal Two
 
41,949,824
 
3,076,573
 
180,485
 
8,178,118
Proposal Three:  Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm. By the vote reflected below, the shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2014: 
 
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Proposal Three
 
52,662,100
 
578,334
 
144,566
 
—
Proposal Four:  Advisory Vote on the Company's Executive Compensation. By the vote reflected below, the shareholders approved, on an advisory basis, the compensation of the Company's named executive officers:
 
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Proposal Four
 
43,146,083
 
1,871,949
 
188,850
 
8,178,118



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SIGNATURE 
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 thereunto duly authorized. 

 
 
ASSOCIATED ESTATES REALTY CORPORATION
 
 
 
 
 
 
May 8, 2014
 
/s/ Lou Fatica
(Date)
 
Lou Fatica, Senior Vice President,
 
 
Treasurer and Chief Financial Officer


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