psb8k_050211.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

FORM 8-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): May 2, 2011

PS BUSINESS PARKS, INC.
(Exact Name of Registrant as Specified in its Charter)

California
001-10709
95-4300881
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

701 Western Avenue, Glendale, California
91201-2397
(Address of Principal Executive Offices)
(Zip Code)


(818) 244-8080
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  
Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 

 Item 5.07 Submission of Matters to a Vote of Security Holders

(a) The Company’s annual meeting of shareholders was held on May 2, 2011.

(b) The four matters considered for a vote are described in detail in the Company’s proxy statement for the 2011 Annual Meeting filed with the Securities and Exchange Commission on April 4, 2011. The final results for the votes for each proposal are set forth below.

1. The shareholders elected eight directors to the Board of Directors to hold office until the 2012 Annual Meeting or until their successors are duly qualified and elected. The votes for each nominee were as follows:
 
Name
  
Votes For
  
Withheld
  
Broker Non-Votes
Ronald L. Havner, Jr.
  
23,067,955
  
71,950
  
420,623
Joseph D. Russell, Jr.
  
23,067,845
  
72,060
  
420,623
R. Wesley Burns
  
23,108,788
  
31,117
  
420,623
Jennifer Holden Dunbar
  
22,890,718
  
249,187
  
420,623
Arthur M. Friedman
  
23,035,984
  
103,921
  
420,623
James H. Kropp
  
22,801,461
  
338,444
  
420,623
Sara Grootwassink Lewis
  
23,112,316
  
27,589
  
420,623
Michael V. McGee
  
22,890,040
  
249,865
  
420,623
             

2. The shareholders ratified the appointment of Ernst & Young LLP as PS Business Parks’ independent registered public accounting firm for the fiscal year ended December 31, 2011 as follows:

Votes For
  
Votes Against
  
Abstain
  
Broker Non-Votes
23,464,435
  
52,547
  
6,956
  
36,590
             

3. The shareholders approved the advisory vote on executive compensation as follows:

Votes For
  
Votes Against
  
Abstain
  
Broker Non-Votes
22,625,646
  
313,952
  
200,305
  
420,625
             

4. The shareholders approved holding future advisory votes on executive compensation every year as follows:

One Year
  
Two Years
  
Three Years
  
Abstain
  
Broker Non-Votes
13,738,170
  
201,864
  
9,060,183
  
176,276
  
384,035
                 
 
 

 
 
 
 
 
 
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.

Date:           May 4, 2011

 
PS BUSINESS PARKS, INC.

By: /s/ Stephanie Heim
  Stephanie Heim
  Vice President