8-KLeadership ChangesShareholder MattersOther Events

DIGITAL REALTY TRUST, INC. 8-K Report, Executive Changes (May 11, 2017)

Filed May 11, 2017For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

Digital Realty Trust, Inc. (DLR) filed an 8-K on May 11, 2017, reporting on significant corporate governance changes and annual meeting outcomes. The key event was the appointment of Mary Hogan Preusse as an independent director to the Board, who will also serve on the Audit Committee. Her compensation includes an initial equity award and annual equity and cash retainers, reflecting standard practice for independent directors. This appointment is aimed at strengthening the board's expertise and oversight. The filing also details the results of DLR's Annual Meeting of Stockholders held on May 8, 2017. All director nominees were elected, and the selection of KPMG LLP as the independent registered public accounting firm for 2017 was ratified. Furthermore, stockholders approved the executive compensation on an advisory basis ('say-on-pay') and overwhelmingly supported holding say-on-pay votes annually. Finally, a notable leadership change was announced: Laurence A. Chapman succeeded Dennis E. Singleton as Chairman of the Board, while Mr. Singleton remains a director.

Key Highlights

  • 1Appointment of Mary Hogan Preusse as an independent director to the Board of Directors, effective May 8, 2017.
  • 2Ms. Hogan Preusse appointed to serve on the Audit Committee of the Board of Directors.
  • 3All incumbent director nominees were elected by stockholders at the Annual Meeting.
  • 4KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2017.
  • 5Stockholders approved the compensation of named executive officers on a non-binding, advisory basis ('say-on-pay').
  • 6An overwhelming majority of stockholders voted in favor of holding say-on-pay votes annually.
  • 7Laurence A. Chapman has been appointed as the new Chairman of the Board of Directors, succeeding Dennis E. Singleton, who remains on the Board.

Frequently Asked Questions

Mary Hogan Preusse was elected as an independent director to Digital Realty Trust's Board of Directors on May 8, 2017. Her appointment is intended to strengthen the board's expertise and oversight. She is also a member of the Audit Committee.

At the Annual Meeting, stockholders elected all director nominees, ratified the appointment of KPMG LLP as the independent auditor, approved executive compensation on an advisory basis ('say-on-pay'), and voted to hold say-on-pay votes annually.

Yes, following the Annual Meeting on May 8, 2017, Laurence A. Chapman was appointed as the new Chairman of the Board of Directors. Dennis E. Singleton, the previous Chairman, will continue to serve as a member of the Board.

Ms. Hogan Preusse received an initial equity award of $145,000 in vested profits interest units of Digital Realty Trust, L.P. She is also eligible for an annual equity award of $145,000 and an annual cash fee of $75,000 for board service, plus an additional $15,000 for serving on the Audit Committee.