UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM			8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 OR 15(d) OFof ~~THE~~The Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of Earliest Event Reported): February 16, 2022

~~Date~~CYRUSONE ofINC. ~~Report~~ (~~Date~~Exact name of ~~Earliest~~registrant ~~Event~~as ~~Reported): February~~specified 1,in ~~2022~~its charter)

CYRUSONE INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland

001-35789

46-0691837

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2850 N. Harwood Street, Suite 2200

Dallas, TX 75201

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (972) 350-0060

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):_______________

¨Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425~~2.):

¨☐ ~~Soliciting~~Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

¨☐ ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

¨☐ Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares ($0.01 par value)	CONE	The NASDAQ Global Select Market
1.450% Senior Notes due 2027	CONE27	The NASDAQ Stock Market LLC

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

CONE

The NASDAQ Global Select Market

1.450% Senior Notes due 2027

CONE27

The Nasdaq Stock Market LLC

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 ¨ ☐

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 ~~Securities~~Exchange Act. ¨

Item 5 2.0702 ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition

~~As previously~~On ~~disclosed~~February 16, ~~on November 14~~2022, ~~2021,~~ CyrusOne Inc., issued a ~~Maryland~~press ~~corporation~~release ~~(“CyrusOne”~~announcing or the ~~“Company”), entered~~financial ~~into~~results ~~an Agreement~~ and ~~Plan~~supplemental ofinformation ~~Merger~~for (the ~~“Merger~~fourth ~~Agreement”)~~quarter ~~with Cavalry Parent L.P., a Delaware limited partnership (“Parent”),~~ and ~~Cavalry~~full ~~Merger~~year ~~Sub~~ended ~~LLC~~December 31, a2021. ~~Delaware~~A ~~limited~~copy ~~liability company and a wholly owned subsidiary~~ of ~~Parent (“Merger Sub”), pursuant to which, subject to~~ the ~~terms~~press ~~and~~release ~~conditions of the Merger Agreement, Merger Sub will be merged with~~ and ~~into~~supplemental ~~the Company~~information ~~(the~~is ~~“Merger”),~~furnished ~~with~~herewith ~~the Company surviving the Merger~~ as aExhibit ~~wholly owned subsidiary of Parent~~99. ~~On February~~ 1, 2022, the Company held a virtual special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on December 30, 2021, which was first mailed to the Company’s stockholders on December 31, 2021.

AsThe ~~of the~~information ~~close~~in ofItem ~~business~~2.02 onof ~~December~~this ~~23,~~Current ~~2021,~~Report ~~the~~on ~~record~~Form ~~date~~8-K ~~for~~and the ~~Special~~exhibit ~~Meeting,~~furnished ~~there~~therewith ~~were~~shall ~~129,553,316~~not ~~shares~~be ofdeemed ~~common~~“filed” ~~stock, par~~for ~~value~~purposes ~~$0.01~~of ~~per~~Section 18 ~~share,~~ of the ~~Company~~Securities ~~(“Company~~Exchange ~~Common~~Act ~~Stock”)~~of ~~outstanding~~1934 ~~and~~or ~~entitled~~otherwise subject to ~~vote~~the atliabilities ~~the~~of ~~Special Meeting.~~that ~~101~~Section,~~995,210~~ ~~shares~~and ofshall ~~Company~~not ~~Common~~be ~~Stock,~~or ~~representing~~be ~~approximately~~deemed ~~78.73%~~to ofbe ~~all~~incorporated ofby ~~the~~reference ~~issued~~in ~~and~~any ~~outstanding Company~~filing ~~Common~~under ~~Stock~~the ~~entitled~~Securities toAct ~~vote,~~of ~~were~~1933 ~~represented~~or at the ~~Special~~Securities ~~Meeting.~~Exchange ~~The~~Act ~~tables~~of ~~below~~1934, ~~detail~~regardless ~~the~~of ~~voting~~any ~~results~~general ~~for~~incorporation ~~each proposal:~~language in such filing.

1. The proposal to approve (i) the Merger in accordance with the terms of the Merger Agreement, (ii) the Merger Agreement and (iii) the other transactions contemplated by the Merger Agreement (the “Merger Proposal”). The Company’s stockholders approved the Merger Proposal as follows:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
101,582,127		72,909		340,174		0

2. The proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the consummation of the Merger (the “Advisory Compensation Proposal”). The Company’s stockholders approved, on an advisory (non-binding) basis, the Advisory Compensation Proposal as follows:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
59,129,673		41,984,047		881,490		0

In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting for the purpose of soliciting additional proxies if there were insufficient votes at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). As there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal, the Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the Special Meeting.

Item 8.01 Other Events

On February 1, 2022, the Company issued a press release announcing the results of the stockholder vote at the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	~~Description~~	Description
99.1	~~Press Release, dated February 1, 2022~~	Press Release dated February 16, 2022.
104	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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.

CYRUSONE INC.

Date: February 16, 2022

CYRUSONE INC.

Date: February 1, 2022

By:

/s/ Robert M. Jackson

By:

/s/ Robert M. Jackson

Name: Robert M. Jackson

Robert M. Jackson

Title: Executive Vice President, General Counsel and Secretary

Executive Vice President, General Counsel

and Secretary

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