UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): ~~September~~October 1117, 2018

NorthStar/RXR New York Metro Real Estate, Inc.

(Exact name of registrant as specified in its charter)



Maryland (State or other jurisdiction of incorporation)	000-55929 (Commission File Number)	46-5183321 (I.R.S. Employer Identification No.)



590 Madison Avenue, 34th Floor, New York, NY		10022
(Address of principal executive offices)		(Zip Code)

(212) 547-2600

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

ýo 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-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ý

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. ý

1Item 5.07. Submission of Matters to a Vote of Security Holders.

~~Item~~On October 817, 2018, NorthStar/RXR New York Metro Real Estate, Inc.01 ~~Other~~(the ~~Events~~“Company”) held its annual meeting of stockholders (the “Annual Meeting”) to vote on the proposals identified in the definitive proxy statement that was filed with the U.S. Securities and Exchange Commission on September 11, 2018.

As of the close of business on September 11, 2018, the record date for the Annual Meeting, 4,532,841 shares of the Company’s common stock, $0.01 par value per share, were issued and outstanding and entitled to vote on at least one proposal at the Annual Meeting. Holders of 2,712,938 shares of common stock, representing a like number of votes, were present at the Annual Meeting, either in person or by proxy. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each proposal is set out below.

On1. The ~~September~~Asset ~~11,~~Monetization ~~2018,~~Proposal: Proposal ~~the~~to ~~special~~sell ~~committee~~all ~~(the “Special Committee”)~~ of the ~~board~~ assets of ~~directors (~~the ~~“Board”)~~Company ofin ~~NorthStar/RXR~~one ~~New~~or ~~York~~more ~~Metro~~transactions ~~Real Estate, Inc., a Maryland corporation~~ (the “~~Company~~Asset Monetization”)~~, determined the 2018 annual meeting of the stockholders of the Company would be held at 200 Park Avenue, 15th Floor, New York, New York 10166 on October 17, 2018, beginning at 10:00 a~~.~~m.,~~ ~~local time.~~ The ~~Board~~Asset ~~has~~Monetization ~~fixed~~proposal ~~the~~was ~~close~~approved ofby ~~business on September 11, 2018 as~~ the ~~record~~following ~~date for the determination of stockholders entitled to notice of and to~~ vote ~~at the meeting or any adjournment thereof.~~:

Communication with Financial Advisors

~~The~~Shares of common stock of the Company ~~has~~held ~~prepared~~indirectly anby ~~email~~either ~~communication~~Colony Capital, ~~which~~Inc. ~~may~~or beRXR ~~distributed~~Realty toLLC ~~certain~~(collectively, ~~financial~~the ~~advisors~~“Co-Sponsors”) ~~from~~or ~~time~~their toaffiliates ~~time.~~(including Aany ~~copy~~of the Company’s directors affiliated with one of the ~~email~~Co-Sponsors), ~~communication~~which isincluded ~~attached~~282,852 ~~hereto~~shares, aswere ~~Exhibit~~not 99entitled to vote on the Asset Monetization proposal.1.

~~About~~2. The ~~NorthStar~~Merger Proposal: Proposal to approve the merger of the Company with and into a wholly owned subsidiary of the Company’s advisor, CNI NS/RXR ~~New~~Advisors, ~~York~~LLC, ~~Metro~~with ~~Real~~the ~~Estate,~~subsidiary ~~Inc~~of the advisor surviving (the “Merger”). The Merger proposal was approved by the following vote:

NorthStar/RXR New York Metro Real Estate, Inc. was formed to acquire a high-quality commercial real estate portfolio concentrated in the New York metropolitan area, and in particular New York City, with a focus on office, mixed-use properties and a lesser emphasis on multifamily properties. The Company was formed on March 21, 2014 as a Maryland corporation and elected to be taxed as a real estate investment trust, under the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 2016. NorthStar/RXR is sponsored by Colony Capital, Inc. (NYSE: CLNY), an internally-managed equity REIT, with a diversified real estate and investment management platform, and co-sponsored by RXR Realty LLC, a leading real estate owner, manager and developer in the New York metropolitan area.

~~Additional~~Shares ~~Information~~of ~~and~~common ~~Where~~stock of the Company held indirectly by either of the Co-Sponsors or their affiliates (including any of the Company’s directors affiliated with one of the Co-Sponsors), which included 282,852 shares, were not entitled to ~~Find~~vote Iton the Merger proposal.

In connection with the proposed transactions, the Company filed with the SEC a proxy statement on September 11, 2018, that will be first mailed to security holders of the Company on or about September 12, 20183. The ~~Company~~Adjournment ~~may~~Proposal: Proposal ~~also~~to ~~file~~approve ~~other~~any ~~documents~~adjournment ~~with~~of the ~~SEC~~Annual ~~regarding~~Meeting ~~the proposed transaction. This document is not a substitute~~ for the ~~proxy~~purpose statement or any other document that the Company will file with the SEC. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and security holders may obtain free copies of ~~the~~soliciting ~~proxy~~additional ~~statement~~proxies ~~and~~if ~~other~~there ~~documents~~are ~~filed~~not ~~with~~sufficient ~~the~~votes ~~SEC~~at by the ~~Company~~Annual ~~through~~Meeting ~~the~~to ~~website~~approve ~~maintained by~~ the ~~SEC~~Asset atMonetization ~~www.sec.gov~~ or ~~by contacting~~ the ~~Company at NorthStar/RXR New York Metro Real Estate, Inc~~Merger., ~~590~~The ~~Madison~~adjournment ~~Avenue,~~proposal ~~34th~~was ~~Floor,~~approved ~~New~~by ~~York,~~the ~~New~~following ~~York 10022, Attn~~vote: ~~Secretary.~~

Participants in the Solicitation

4. The ~~Company~~Election ~~and~~of ~~its~~Directors: At ~~respective~~the ~~directors~~Annual ~~and~~Meeting, ~~executive~~the ~~officers~~following ~~may~~individuals bewere ~~deemed~~elected to ~~be participants in~~ the ~~solicitation~~board of ~~proxies~~directors ~~from~~of ~~their respective stockholders in connection with~~ the ~~proposed~~Company ~~transactions.~~to ~~Information~~serve ~~regarding~~until the ~~Company’s~~2019 ~~directors~~annual ~~and~~meeting ~~executive officers, including a description~~ of ~~their~~stockholders ~~direct~~and ~~interests,~~until byhis ~~security holdings~~ or ~~otherwise,~~her successor is ~~contained~~duly inelected ~~the Company’s Annual Report on Form 10-K for the year ended December 31, 2017~~ and ~~in the proxy statement filed with the SEC on September 11~~qualified, ~~2018.~~by ~~You may obtain free copies of these documents as described in~~ the ~~preceding~~following ~~paragraph.~~ vote:

No Offer or Solicitation



DIRECTOR NOMINEES	VOTES FOR	VOTES WITHELD	BROKER NON-VOTES
Scott H. Rechler	2,624,464	88,474	—
David S. Schwarz	2,613,590	99,348	—
Dianne Hurley	2,613,590	99,348	—
Lawrence J. Waldman	2,613,590	99,348	—
Winston W. Wilson	2,613,590	99,348	—

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Email Communication, dated as of September 11, 2018

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.

	NorthStar/RXR New York Metro Real Estate, Inc.
Date: September 11, 2018	By:	/s/ Ann B. Harrington
Date: October 17, 2018	By:	/s/ Ann B. Harrington
		Ann B. Harrington
		General Counsel and Secretary

SHARES FOR

SHARES AGAINST

SHARES ABSTAINING

BROKER NON‑VOTES

Filing Compare · NorthStar/RXR New York Metro Real Estate, Inc.