UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant   þ                             Filed by a Party other than the Registrant   ¨

Check the appropriate box:

 

¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
þ   Definitive Additional Materials
¨   Soliciting Material Pursuant to §240.14a-12
Grubb & Ellis Company
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
þ   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

 

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  (2)  

Aggregate number of securities to which transaction applies:

 

 

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  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

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  (4)  

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  (5)   Total fee paid:
    N/A
   

 

¨   Fee paid previously with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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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): December 19, 2011

 

 

 

GRUBB & ELLIS COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-8122   94-1424307

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (714) 667-8252

 

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 ( see General Instruction A.2. below):

 

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

On December 19, 2011, Robert McLaughlin resigned from the Board of Directors of Grubb & Ellis Company (the “Company”) for personal reasons.

At the time of his resignation, Mr. McLaughlin, 78 years old, was the Chairman of the Company’s Audit Committee and a member of the Company’s Compensation Committee. Mr. D. Fleet Wallace will replace Mr. McLaughlin as the Chairman of the Company’s Audit Committee and the Compensation Committee will now be comprised of two directors, Mr. Fleet Wallace and Mr. Rodger Young.

Mr. McLaughlin had been nominated for election as a director at the Company’s annual meeting of shareowners, which is scheduled for December 29, 2011 (the “Annual Meeting”). As disclosed in the Company’s Proxy Statement dated December 6, 2011, in connection with the Annual Meeting, in the event that any director nominee becomes unable or unwilling to serve, the shares represented by any proxies that are submitted will be voted for the election of such other person as the board of directors may recommend in his place.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly authorized and caused the undersigned to sign this Report on the Registrant’s behalf.

 

    GRUBB & ELLIS COMPANY
    By:  

/s/ Michael J. Rispoli

     

Michael J. Rispoli

Executive Vice President and Chief

Financial Officer

     

Dated: December 23, 2011

 

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