annualmeeting8k

 

 

                           

                     

                    

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 4, 2011

                    

ASSOCIATED ESTATES REALTY CORPORATION

(Exact name of registrant as specified in its charter)

                    

                

                    

Commission File Number 1-12486

                    

Ohio

             

34-1747603

(State or other jurisdiction of

           

(I.R.S. Employer

incorporation or organization)

            

Identification Number)

        

              

                   

1 AEC PARKWAY, RICHMOND HEIGHTS, OHIO  44143-1467

(Address of principal executive offices)

                   

(216) 261-5000

(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))

    

                                      

      

                                 

                     

 



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ITEM 5.07      Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of Associated Estates Realty Corporation (the “Company”) was held in Cleveland, Ohio, on May 4, 2011.  At that meeting, the shareholders considered and acted upon the following proposals: 

Proposal No. 1:  Election of Directors.  By the vote reflected below, the shareholders elected the following individuals as directors for a one-year term and until his successor has been duly elected and qualified:

Director

 

For

 

Against

 


Abstain

 

Broker Non-
Votes

 

Albert T. Adams

 

31,367,483

 

4,820,688

 

-

 

2,952,532

 

James M. Delaney

 

35,299,257

 

888,914

 

-

 

2,952,532

 

Jeffrey I. Friedman

 

33,501,549

 

2,686,622

 

-

 

2,952,532

 

Michael E. Gibbons

 

35,600,786

 

587,385

 

-

 

2,952,532

 

Mark L. Milstein

 

33,042,953

 

3,145,218

 

-

 

2,952,532

 

James A. Schoff

 

35,496,926

 

691,245

 

-

 

2,952,532

 

Richard T. Schwarz

 

35,295,660

 

892,511

 

-

 

2,952,532

 

 

 

Proposal No. 2:  Approval of the Company's 2011 Equity-Based Award Plan.  By the vote reflected below, the shareholders approved the Company’s 2011 Equity-Based Award Plan:

 

 

For

 

Against

 

Abstain

 

Broker Non-
Votes

 

Proposal 2

 

28,806,824

 

7,293,815

 

87,532

 

2,952,532

 

 

Proposal No. 3:  Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm.   By the vote reflected below, the shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2011: 

 

 

For

 

Against

 

Abstain

 

Broker Non-
Votes

 

Proposal 3

 

38,795,701

 

229,956

 

115,046

 

-

 

 

 

Proposal No. 4:  Advisory vote on executive compensation.   By the vote reflected below, the shareholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Company’s proxy statement:

 

 

For

 

Against

 

Abstain

 

Broker Non-
Votes

Proposal 4

 

34,750,537

 

828,585

 

609,049

 

2,952,532

 

 

 

 

                                                  

 

 

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Proposal No. 5:  Advisory vote on the frequency of holding a vote on executive compensation.   Reflected below are the results of the advisory vote on the frequency of holding an advisory vote on executive compensation:

 


1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-
Votes

Proposal 5

31,729,078

 

551,828

 

3,849,581

 

57,684

 

2,952,532

 

In accordance with the Board of Directors’ recommendation and the shareholders advisory voting results regarding the frequency of holding a vote on executive compensation, the Board of Directors has determined that such advisory vote will be held annually.

ITEM 9.01.  Financial Statements and Exhibits.

(d)        Exhibits

            Exhibit 10.1    Associated Estates Realty Corporation 2011 Equity-Based Award Plan.

SIGNATURE 

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.

 

 

 

 

Associated Estates Realty Corporation

 

 

          

 

 

                

 

 

               

Date: May 6, 2011

 

By:

 /s/Lou Fatica

 

 

Vice President, Chief Financial Officer and Treasurer

 

 

 

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