Document


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 8, 2017

DIGITAL REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)

 
 
 
 
 
Maryland
 
001-32336
 
26-0081711
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

 
 
 
Four Embarcadero Center, Suite 3200
San Francisco, California
 
94111
(Address of principal executive offices)
 
(Zip Code)
(415) 738-6500
(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company         ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨






Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 8, 2017, our Board of Directors elected Mary Hogan Preusse as an independent director to our Board of Directors to serve until our 2018 Annual Meeting of Stockholders and until her successor is duly elected and qualifies.  Ms. Hogan Preusse will serve on the Audit Committee of the Board of Directors.

There are no arrangements or understandings between Ms. Hogan Preusse and any other person pursuant to which Ms. Hogan Preusse was selected as our director. There are no transactions in which Ms. Hogan Preusse has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Pursuant to our 2014 Incentive Award Plan, as amended, as of the date of election to our Board of Directors, Ms. Hogan Preusse received a $145,000 non-employee director equity award, payable in fully vested profits interest units of our subsidiary operating partnership, Digital Realty Trust, L.P. Ms. Hogan Preusse is eligible to receive an annual equity award with a value of $145,000, payable in fully vested profits interest units or shares of our common stock, at her election, at each Annual Meeting of Stockholders following her election if she continues to serve as an independent director immediately following such meeting. Ms. Hogan Preusse will receive an annual fee of $75,000 for serving on our Board of Directors, and will also receive an annual fee of $15,000 for serving on our Audit Committee. We expect to enter into our standard form of indemnification agreement for officers and directors and our standard form of director confidentiality agreement with Ms. Hogan Preusse.
Item 5.07    Submission of Matters to a Vote of Security Holders.
On May 8, 2017, Digital Realty Trust, Inc. held its Annual Meeting of Stockholders, at which the stockholders voted on proposals as follows:
Proposal 1. Election of directors, each to serve until the 2018 Annual Meeting of Stockholders and until a successor for each has been duly elected and qualifies.

Nominee
Votes For
Votes Against
Abstentions
Broker Non-Votes
Dennis E. Singleton
 
102,880,093
 
32,821,841
 
170,808
 
10,408,887
Laurence A. Chapman
 
100,477,716
 
35,220,139
 
174,887
 
10,408,887
Kathleen Earley
 
131,470,008
 
4,304,826
 
97,908
 
10,408,887
Kevin J. Kennedy
 
103,383,299
 
32,319,815
 
169,628
 
10,408,887
William G. LaPerch
 
102,356,914
 
33,346,214
 
169,614
 
10,408,887
Afshin Mohebbi
 
135,409,775
 
354,058
 
108,909
 
10,408,887
Mark R. Patterson
 
135,410,933
 
355,039
 
106,770
 
10,408,887
A. William Stein
 
135,014,387
 
749,946
 
108,409
 
10,408,887
Robert H. Zerbst
 
134,642,283
 
1,122,869
 
107,590
 
10,408,887

Proposal 2. Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2017.

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
144,941,930
 
1,211,825
 
127,874
 
N/A






Proposal 3. Resolution to approve, on a non-binding, advisory basis, the compensation of our named executive officers (a “say-on-pay vote”).

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
126,426,680
 
8,962,214
 
483,848
 
10,408,887

Proposal 4. Recommendation, on a non-binding, advisory basis, regarding the frequency of future say-on-pay votes (every one, two or three years).

1 year
2 Years
3 Years
Abstentions
Broker Non-Votes
 
122,488,994
260,060
 
12,980,093
 
143,595
 
10,408,887
Item 8.01. Other Events.
On May 8, 2017, following our Annual Meeting of Stockholders, our Board of Directors selected Laurence A. Chapman, our director since 2004, to succeed Dennis E. Singleton as the Chairman of the Board of Directors. Mr. Singleton will continue to serve as a member of our Board of Directors.






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.

 
Digital Realty Trust, Inc.
 
By:
/s/    JOSHUA A. MILLS
 
Joshua A. Mills
Senior Vice President, General Counsel
and Secretary
Date: May 11, 2017