- Current report filing (8-K)
02 Juni 2011 - 10:08PM
Edgar (US Regulatory)
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): June
1, 2011
AMB PROPERTY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Maryland
|
|
001-13545
|
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94-3281941
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
|
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(IRS Employer
Identification No.)
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Pier 1, Bay 1, San Francisco, California 94111
(Address of Principal Executive Offices, including Zip
Code)
(415) 394-9000
(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:
o
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 June 1, 2011, AMB Property Corporation, a Maryland corporation (
AMB
),
held a special meeting of stockholders in order to vote upon the following matters relating to the proposed merger between AMB and ProLogis, a Maryland real estate trust (
ProLogis
)
:
(1) to approve the merger of New Pumpkin, Inc. with and into AMB, with AMB surviving, including the issuance of AMB common stock and preferred stock to shareholders of ProLogis in connection therewith;
(2) to amend certain provisions of the amended and restated bylaws of AMB, effective upon the consummation of the merger;
(3) to amend the AMB charter, effective upon the consummation of the merger; and
(4) to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the above proposals.
The following is a summary of the voting results for each matter presented to AMB stockholders:
(1) AMB stockholders approved the proposal to approve the merger. Voting results were as follows:
FOR
|
AGAINST
|
ABSTAIN
|
151,864,235
|
457,089
|
1,894,515
|
(2) AMB stockholders approved the proposal to amend the AMB bylaws. Voting results were as follows:
FOR
|
AGAINST
|
ABSTAIN
|
151,849,047
|
464,624
|
1,902,168
|
(3) AMB stockholders did not approve the proposal to amend the charter. Voting results were as follows:
FOR
|
AGAINST
|
ABSTAIN
|
94,461,331
|
59,736,167
|
18,341
|
(4) AMB stockholders approved the proposal to adjourn the special meeting if necessary. Voting results were as follows:
FOR
|
AGAINST
|
ABSTAIN
|
134,194,224
|
18,038,095
|
1,983,520
|
SIGNATURE
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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AMB Property Corporation
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(Registrant)
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Date: June 2, 2011
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By:
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/s/ Tamra D. Browne
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Name:
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Tamra D. Browne
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Title:
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Senior Vice President, General
Counsel and Secretary
|
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