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 25, 2023
THE HOWARD HUGHES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of
incorporation
or organization) | | 001-34856 (Commission
File Number) | | 36-4673192 (IRS employer
identification number) |
9950 Woodloch Forest Drive, Suite 1100
The Woodlands, Texas 77380
(Address of principal executive offices)
Registrant’s telephone number, including area code: (281) 719-6100
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 per share | | HHC | | New York Stock Exchange |
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 ¨
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. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of The Howard Hughes Corporation, a Delaware corporation (the “Company”), held on May 25, 2023, the stockholders elected the Company’s Board of Directors (the “Board”) and voted upon two Board proposals contained within the Company’s Proxy Statement, dated April 10, 2023.
The Board nominees were elected with the following vote:
| Nominee | | For | | | Against | | | Abstentions | | | Broker Non-
Votes | |
| William Ackman | | | 41,819,854 | | | | 1,120,903 | | | | 17,237 | | | | 2,518,103 | |
| David Eun | | | 42,729,594 | | | | 199,860 | | | | 28,540 | | | | 2,518,103 | |
| Adam Flatto | | | 42,061,643 | | | | 867,666 | | | | 28,685 | | | | 2,518,103 | |
| Beth Kaplan | | | 37,877,708 | | | | 5,052,635 | | | | 27,651 | | | | 2,518,103 | |
| Allen Model | | | 42,487,541 | | | | 442,302 | | | | 28,151 | | | | 2,518,103 | |
| David O’Reilly | | | 42,610,434 | | | | 318,754 | | | | 28,806 | | | | 2,518,103 | |
| R. Scot Sellers | | | 42,499,229 | | | | 430,936 | | | | 27,829 | | | | 2,518,103 | |
| Seven Shepsman | | | 42,063,719 | | | | 866,441 | | | | 27,834 | | | | 2,518,103 | |
| Mary Ann Tighe | | | 42,392,633 | | | | 537,288 | | | | 28,073 | | | | 2,518,103 | |
| Anthony Williams | | | 42,380,686 | | | | 548,021 | | | | 29,287 | | | | 2,518,103 | |
The stockholders voted on the following proposals and cast their votes as described below:
Proposal | | For | | | Against | | | Abstentions | | | Broker Non-
Votes | |
| An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers | | | 42,531,512 | | | | 237,791 | | | | 188,691 | | | | 2,518,103 | |
| Proposal | | 1 Year | | | 2 Years | | | 3 Years | | | Abstentions | | | Broker Non-Votes | |
| An advisory (non-binding) vote on the frequency of advisory votes on executive compensation | | | 41,181,537 | | | | 2,930 | | | | 1,728,866 | | | | 44,661 | | | | 2,518,103 | |
| Proposal | | For | | | Against | | | Abstentions | |
| A vote to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2023 | | | 45,459,100 | | | | 9,470 | | | | 7,527 | |
SIGNATURE
Pursuant to the requirements of Section 12 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.
Dated: May 26, 2023
| | THE HOWARD HUGHES CORPORATION |
| | |
| | By: | /s/ David O’Reilly |
| | | Name: | David O’Reilly |
| | | Title: | Chief Executive Officer |
