KBS Real Estate Investment Trust III Inc.

07/25/2024 | Press release | Distributed by Public on 07/25/2024 14:40

Submission of Matters to a Vote of Security Holders Form 8 K

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 23, 2024, KBS Real Estate Investment Trust III, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting") at the offices of KBS, 800 Newport Center Drive, 7th Floor Boardroom, Newport Beach, California 92660. At the Annual Meeting, the Company's stockholders voted in person or by proxy on (1) the election of five directors to hold office for one-year terms; and (2) the ratification of the appointment of Ernst & Young LLP ("E&Y") as the Company's independent registered public accounting firm for the year ending December 31, 2024.
As related to the election of directors, none of the director nominees received affirmative votes from a majority of the shares present in person or by proxy at the Annual Meeting to be elected to the board of directors. Under Maryland law, if an incumbent director nominee fails to receive the required number of votes for re-election, he will continue to serve as a "hold-over" director until his successor is duly elected and qualified. As a result, each of the five director nominees will continue to serve as a "hold-over" director.
There were 32,838,664 broker non-votes with respect to the election of the five director nominees. A "broker non-vote" occurs when a broker holding stock on behalf of a beneficial owner submits a proxy but does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that particular proposal and has not received instructions from the beneficial owner. Brokers are precluded from exercising their voting discretion with respect to the approval of non-routine matters, such as the election of directors. Absent specific instructions from the beneficial owner of such shares, brokers will not vote those shares in the election of directors. Broker non-votes have the effect of a vote against the election of each nominee for director. A broker non-vote is not an indication of how the beneficial owner would have voted; it simply means that the beneficial owner did not instruct the broker as to how to vote his or her share.
The number of votes cast for and votes cast against, and the number of abstentions with respect to, each of the director nominees as well as the number of broker non-votes were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
Charles J. Schreiber, Jr. 36,967,009 3,539,239 2,207,523 32,838,664
Marc DeLuca 37,119,061 3,392,566 2,202,144 32,838,664
Stuart A. Gabriel, Ph.D. 37,056,126 3,476,403 2,181,242 32,838,664
Robert Milkovich 37,099,506 3,407,039 2,207,226 32,838,664
Ron D. Sturzenegger 37,052,991 3,429,374 2,231,406 32,838,664
The appointment of E&Y was ratified. The number of votes cast for and votes cast against, and the number of abstentions with respect to, the ratification of the appointment of E&Y as the Company's independent registered public accounting firm for the year ending December 31, 2024 were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
Ratification of E&Y Appointment 72,597,072 1,461,139 1,494,224 -
Brokers have discretionary authority to vote for the ratification of the appointment of E&Y as the Company's independent registered public accounting firm, in the event they do not receive voting instructions from the beneficial owner of the shares. As such, there were no broker non-votes with respect to this proposal.
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