8-K/AShareholder Matters

DIGITAL REALTY TRUST, INC. 8-K/A Report, Shareholder Vote Results (Jul 29, 2011)

Filed July 29, 2011For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

This filing is an amendment (8-K/A) to a previous Current Report (8-K) filed by Digital Realty Trust, Inc. (DLR) on April 29, 2011. The primary purpose of this amendment is to formally disclose the company's decision regarding the frequency of future 'say-on-pay' advisory votes. These votes allow stockholders to provide non-binding input on executive compensation. Following the Annual Meeting of Stockholders held on April 25, 2011, where this advisory vote was on the agenda, the majority of votes cast by shareholders indicated a preference for an annual 'say-on-pay' vote. In response to this shareholder sentiment, Digital Realty's Board of Directors has officially determined that the company will hold such advisory votes every year until the next determination of frequency is made.

Key Highlights

  • 1Digital Realty Trust, Inc. (DLR) filed an amendment (8-K/A) to its prior 8-K filing.
  • 2The amendment's sole purpose is to disclose the decision on the frequency of 'say-on-pay' votes.
  • 3The decision follows an advisory vote by stockholders at the Annual Meeting on April 25, 2011.
  • 4Stockholders voted in favor of holding 'say-on-pay' advisory votes annually.
  • 5DLR's Board of Directors has formally adopted an annual 'say-on-pay' vote frequency.
  • 6This annual vote will continue until a subsequent vote on frequency occurs.

Frequently Asked Questions

The main purpose of this 8-K/A filing is to officially announce and document Digital Realty Trust, Inc.'s decision on how often it will hold advisory votes on executive compensation ('say-on-pay'), based on the results of a shareholder vote at the company's Annual Meeting.

Shareholders voted on the frequency of future advisory votes concerning the compensation of the company's named executive officers. They were asked to choose between holding these votes every one, two, or three years.

The majority of the votes cast by shareholders favored holding the 'say-on-pay' advisory vote every year.

Based on the majority shareholder preference, Digital Realty's Board of Directors has determined that the company will conduct an annual 'say-on-pay' advisory vote. This practice will be maintained until a future shareholder vote determines a different frequency.