8-KShareholder Matters

DIGITAL REALTY TRUST, INC. 8-K Report, Shareholder Vote Results (Sep 13, 2017)

Filed September 13, 2017For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

This 8-K filing from Digital Realty Trust, Inc. (DLR) on September 13, 2017, details the results of a Special Meeting of its stockholders held on September 13, 2017. The primary purpose of the meeting was to vote on the issuance of DLR's common stock in connection with its previously announced merger agreement with DuPont Fabros Technology, Inc. (DFT). The results indicate overwhelming support from DLR's security holders for this significant transaction. Investors should note that Proposal 1, the approval of shares to be issued for the DFT acquisition, received a substantial 'For' vote, representing over 99.5% of all votes cast. This strongly suggests that the merger is on track to be completed as planned, a key development for DLR's growth strategy. Proposal 2, concerning potential adjournments of the meeting, also passed, providing flexibility for the company in the proxy solicitation process. The high turnout and decisive voting outcomes are positive indicators for management and the strategic direction of Digital Realty Trust.

Key Highlights

  • 1Special Meeting held on September 13, 2017, to vote on the issuance of DLR common stock for the DuPont Fabros Technology, Inc. (DFT) merger.
  • 2Proposal 1: Approval of share issuance for the DFT merger passed with 139,501,071 votes in favor, representing approximately 99.52% of votes cast.
  • 3Proposal 2: Approval to adjourn the meeting if necessary for additional proxy solicitation passed with 127,505,931 votes in favor.
  • 4Record date for voting eligibility was August 14, 2017, with 162,195,217 shares of common stock outstanding.
  • 5A significant portion of outstanding shares were represented at the meeting, with 140,087,143 shares present in person or by proxy.
  • 6The voting results demonstrate strong shareholder approval for the strategic acquisition of DFT.

Frequently Asked Questions

The main purpose of the Special Meeting was to obtain stockholder approval for the issuance of Digital Realty Trust, Inc. (DLR) common stock in connection with its Agreement and Plan of Merger with DuPont Fabros Technology, Inc. (DFT).

Yes, the stockholders overwhelmingly approved the issuance of shares for the DFT merger. Proposal 1 received 139,501,071 votes in favor, which represents well over the required majority of votes cast.

Proposal 2 allowed DLR management the flexibility to adjourn the Special Meeting if necessary to solicit additional proxies in favor of Proposal 1. This passage indicates shareholder confidence in management's handling of the merger process.

As of the record date (August 14, 2017), there were 162,195,217 shares of DLR common stock outstanding and entitled to vote. A total of 140,087,143 shares were present at the meeting, either in person or by proxy, indicating strong shareholder participation.