UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): July 22, 2019
Blackstone Real Estate Income Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland | 000-55931 | 81-0696966 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
345 Park Avenue
New York, New York 10154
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (212)583-5000
Not Applicable
(Former Name or Address, if Changed Since Last Report)
Check the appropriate box below if theForm 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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12)
☐Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
☐Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On July 22, 2019, Blackstone Real Estate Income Trust, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). A quorum was present at the Annual Meeting as required by the Company’s Amended and Restated Bylaws. The immediately following charts set forth the number of votes cast for and against, and the number of abstention votes and brokernon-votes, with respect to each matter voted upon by the stockholders.
Proposal 1 – Election of Directors
The following seven individuals were elected to the Board of Directors of the Company (the “Board”) to serve as directors until the next annual meeting of stockholders and until their successors have been duly elected and qualified.
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||
Frank Cohen | 230,901,823 | 2,703,085 | 15,101,641 | 13,024,040 | ||||||||||||
A.J. Agarwal | 229,830,190 | 3,049,331 | 15,827,028 | 13,024,040 | ||||||||||||
Wesley LePatner | 213,592,112 | 18,526,048 | 16,588,389 | 13,024,040 | ||||||||||||
Raymond J. Beier | 229,511,612 | 2,900,863 | 16,294,074 | 13,024,040 | ||||||||||||
Richard I. Gilchrist | 229,190,354 | 3,146,730 | 16,369,465 | 13,024,040 | ||||||||||||
Field Griffith | 229,284,269 | 2,972,319 | 16,449,961 | 13,024,040 | ||||||||||||
Edward Lewis | 214,369,546 | 17,833,333 | 16,503,670 | 13,024,040 |
Proposal 2 – Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2019
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified.
Votes For | Votes Against | Votes Abstained | ||||||
247,559,970 | 3,242,136 | 10,928,483 |
Proposals 3A-3H – Charter Amendments
The Company intends to conduct a continuous offering of shares of its common stock by filing consecutive registration statements prior to the end of each three-year offering period permitted pursuant to Rule 415 under the Securities Act of 1933, as amended. Because the Company’s shares are not listed on a national securities exchange, the Company is required to register its public offering in each state in which it offers securities for sale. In offerings that are subject to their regulation, most states hold real estate investment trusts to the standards set forth in the Statement of Policy Regarding Real Estate Investment Trusts promulgated by the North American Securities Administrators Association, Inc. (the “NASAA REIT Guidelines”). In connection with the registration of the Company’s second registration statement for its continuous offering, the securities administrators in certain states identified provisions in the Company’s Second Articles of Amendment and Restatement (the “Charter”) that vary from the exact wording in the NASAA REIT Guidelines. As a condition to registering the Company’s ongoing public offering in these states, these securities administrators required that the Company propose amendments to the Charter to conform these provisions to the wording used in the NASAA REIT Guidelines. Accordingly, the Board submitted eight separate proposals to make amendments to the Company’s Charter, Proposals 3A-3H, to the Company’s stockholders for approval at the Annual Meeting.
Proposal 3A – Amendment to revise the definition of “Acquisition Expenses” in the Charter
The proposed amendment to revise the definition of “Acquisition Expenses” in Article IV of the Charter was not approved.
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||
222,021,083 | 6,814,475 | 19,870,991 | 13,024,040 |
Proposal 3B – Amendment to revise the definition of “Independent Director” in the Charter
The proposed amendment to revise the definition of “Independent Director” in Article IV of the Charter was not approved.
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||
223,806,633 | 6,465,602 | 18,434,314 | 13,024,040 |
Proposal 3C – Amendment to revise Sections 5.2.2 and 11.2 of the Charter
The proposed amendment to revise Sections 5.2.2 and 11.2 of the Charter was not approved.
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||
221,017,041 | 6,671,754 | 21,017,754 | 13,024,040 |
Proposal 3D – Amendment to revise Section 7.1 of the Charter
The proposed amendment to revise the third sentence of Section 7.1 of the Charter was not approved.
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||
226,891,524 | 4,761,837 | 17,053,188 | 13,024,040 |
Proposal 3E – Amendment to revise Section 8.2 of the Charter
The proposed amendment to revise the fourth sentence of Section 8.2 of the Charter was not approved.
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||
228,822,020 | 3,395,332 | 16,489,197 | 13,024,040 |
Proposal 3F – Amendment to revise Section 8.2 of the Charter
The proposed amendment to revise Section 8.5 of the Charter was not approved.
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||
217,115,744 | 10,211,133 | 21,379,672 | 13,024,040 |
Proposal 3G – Amendment to revise Section 9.3 of the Charter
The proposed amendment to revise Section 9.3(c) and 9.3(d) of the Charter was not approved.
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||
221,436,768 | 8,265,791 | 19,003,990 | 13,024,040 |
Proposal 3H – Amendment to revise Article XIV of the Charter
The proposed amendment to revise subpart (a) of the last sentence of Article XIV of the Charter was not approved.
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||
219,220,869 | 8,458,281 | 21,027,399 | 13,024,040 |
Proposal 4 – Permission to adjourn the Annual Meeting
Permission for the Board to adjourn the Annual Meeting, if necessary, to solicit additional proxies in favor of Proposals 1, 2 or3A-3H if there were not sufficient votes for these proposals to be approved was approved.
Votes For | Votes Against | Votes Abstained | ||
235,151,648 | 10,643,375 | 15,935,566 |
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.
BLACKSTONE REAL ESTATE INCOME TRUST, INC. | ||||||
Date: July 26, 2019 | ||||||
By: | /s/ Leon Volchyok | |||||
Name: | Leon Volchyok | |||||
Title: | Chief Legal Officer, Chief Compliance Officer and Secretary |