CPT Annual Shareholders' Meeting 8-K (1)




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, 2015
CAMDEN PROPERTY TRUST
(Exact name of Registrant as Specified in Charter)
Texas
 
1-12110
 
76-6088377
(State or Other Jurisdiction of
Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification Number)

11 Greenway Plaza, Suite 2400, Houston, Texas 77046
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 354-2500
Not applicable
(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
As of the record date for the Annual Meeting, there were 89,904,221 common shares outstanding. Of this amount, 3,060,119 common shares were held in the Company’s deferred benefit plans and were not entitled to vote. At the Annual Meeting, 80,109,648 common shares were voted in person or by proxy. The Company’s shareholders voted on the following matters at the Annual Meeting:
1.
Election of ten Trust Managers nominated by the Board of Trust Managers to hold office for a one-year term;

2.
Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2015; and

3.
On an advisory basis, approval of the executive compensation disclosed in the Proxy Statement.

Each of these matters was approved by the requisite number of shareholder votes. The results of the shareholder votes are set forth below.

Board of Trust Managers
 
Affirmative
 
Withheld
Richard J. Campo
75,246,081
 
1,059,540
Scott S. Ingraham
75,665,352
 
640,269
Lewis A. Levey
75,660,921
 
644,700
William B. McGuire, Jr.
72,454,620
 
3,851,001
D. Keith Oden
75,755,213
 
550,408
F. Gardner Parker
71,119,877
 
5,185,744
William F. Paulsen
76,148,815
 
156,806
Frances Aldrich Sevilla-Sacasa
76,208,977
 
96,644
Steven A. Webster
65,393,853
 
10,911,768
Kelvin R. Westbrook
75,676,449
 
629,172

There were 3,804,027 broker non-votes with respect to the election of Trust Managers.

Independent Registered Public Accounting Firm

Affirmative
 
Negative
 
Abstentions
 
Broker Non-Votes
79,886,372
 
124,087
 
99,189
 
-0-

Approval, on an Advisory Basis, of Executive Compensation

Affirmative
 
Negative
 
Abstentions
 
Broker Non-Votes
75,101,939
 
1,118,666
 
85,016
 
3,804,027

The Company’s Board of Trust Managers has determined the Company will conduct advisory votes to approve the compensation of the Company’s executive officers on an annual basis. Accordingly, the Company will include an advisory vote on executive officer compensation in its proxy materials every year until the next shareholder vote on the frequency of such votes is held, which will be no later than the Company’s 2017 Annual Meeting of Shareholders.




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.

Date: May 11, 2015
CAMDEN PROPERTY TRUST



By:    /s/ Michael P. Gallagher            
Michael P. Gallagher
Senior Vice President - Chief Accounting Officer