Form 8-K


    
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 1, 2014


CYRUSONE INC.
(Exact Name of Registrant as Specified in its Charter)


Maryland
001‑35789
46-0691837
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)

1649 West Frankford Road
Carrollton, TX 75007
(Address of Principal Executive Office) (Zip Code)



Registrant’s Telephone Number, Including Area Code: (972) 350-0060



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 May 1, 2014, CyrusOne Inc., a Maryland corporation (the “Company”), held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 22,692,319 shares of the Company’s common stock were entitled to vote as of the close of business on March 3, 2014, the record date for the Annual Meeting. There were 20,583,402 shares of common stock present in person or by proxy at the Annual Meeting, at which stockholders were asked to consider and vote on five proposals. Set forth below are the matters acted upon by the stockholders of the Company at the Annual Meeting, and the final voting results of each proposal.
 
Proposal 1: The stockholders elected each of the nine director nominees to the Board of Directors of the Company to serve until the 2015 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualifies, as follows:
 
 
Votes For
 
Votes Withheld
 
Broker
Non-Votes
Gary J. Wojtaszek
 
15,806,089
 
3,290,747
 
1,486,566
John F. Cassidy
 
14,410,242
 
4,686,594
 
1,486,566
William E. Sullivan
 
18.728.024
 
368,812
 
1,486,566
T. Tod Nielsen
 
18,929,809
 
167,027
 
1,486,566
Alex Shumate
 
18,727,509
 
369,327
 
1,486,566
Melissa E. Hathaway
 
14,382,857
 
4,713,979
 
1,486,566
David H. Ferdman
 
14,402,815
 
4,694,021
 
1,486,566
Lynn A. Wentworth
 
14,367,045
 
4,729,791
 
1,486,566
John W. Gamble, Jr.
 
18,984,911
 
111,925
 
1,486,566
Proposal 2: The stockholders approved the Company’s 2014 Employee Stock Purchase Plan, as follows:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
18,765,394
 
266,699
 
64,743
 
1,486,566
Proposal 3: The stockholders approved the material terms of the performance goals under the Company’s 2012 Long-Term Incentive Plan for purposes of Internal Revenue Code Section 162(m), as follows:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
15,183,978
 
3,881,145
 
31,713
 
1,486,566
     Proposal 4: The stockholders approved the material terms of the performance goals under the Company’s 2013 Short-Term Incentive Plan for purposes of Internal Revenue Code Section 162(m), as follows:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
15,688,052
 
3,376,971
 
31,813
 
1,486,566
Proposal 5: The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014, as follows:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
20,522,039
 
58,485
 
2,878
 
N/A
 
 





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.

CYRUSONE INC.
    
By: /s/ Thomas W. Bosse                                    
Thomas W. Bosse
Vice President, General Counsel and Secretary


Date: May 6, 2014