Rexford Industrial Realty 8K Submission of Matters to a Vote of Security Holders

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): June 11, 2024

REXFORD INDUSTRIAL REALTY, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-36008

46-2024407

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer Identification No.)


11620 Wilshire Boulevard, Suite 1000
Los Angeles
California						90025
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (310) 966-1680

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:


☐			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))

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

Title of each class

Trading symbols

Name of each exchange on which registered

Common Stock, $0.01 par value

REXR

New York Stock Exchange

5.875% Series B Cumulative Redeemable Preferred Stock

REXR-PB

New York Stock Exchange

5.625% Series C Cumulative Redeemable Preferred Stock

REXR-PC

New York Stock Exchange

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.

On June 11, 2024, Rexford Industrial Realty, Inc. (the "Company") held its Annual Meeting of Stockholders, at which the stockholders voted on and approved the proposals listed below. The final results for the votes regarding each proposal are set forth below. The proposals are described in further detail in our Definitive Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission on April 15, 2024.

Proposal 1. Election of directors, each to serve until the 2025 Annual Meeting of Stockholders and until a successor for each has been duly elected and qualified.


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Robert L. Antin	197,071,967	5,058,149	75,774	2,730,500
Michael S. Frankel	199,335,705	2,796,584	73,601	2,730,500
Diana J. Ingram	199,290,440	2,837,851	77,599	2,730,500
Angela L. Kleiman	199,647,742	2,471,575	86,573	2,730,500
Debra L. Morris	198,617,689	3,509,139	79,062	2,730,500
Tyler H. Rose	199,013,324	3,113,380	79,186	2,730,500
Howard Schwimmer	199,337,470	2,794,765	73,655	2,730,500
Richard S. Ziman	182,417,896	19,457,218	330,776	2,730,500

Proposal 2. Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024.


Votes For	Votes Against	Abstentions	Broker Non-Votes
203,174,488	1,697,363	64,539	—

Proposal 3. The advisory resolution to approve the Company's named executive officer compensation for the year ending December 31, 2023.


Votes For	Votes Against	Abstentions	Broker Non-Votes
125,703,536	76,432,516	69,838	2,730,500

Proposal 4. The approval of the Third Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan.


Votes For	Votes Against	Abstentions	Broker Non-Votes
191,856,558	10,262,633	86,699	2,730,500

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
10.1						Third Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Rexford Industrial Realty, Inc.
Date: June 13, 2024	By:	/s/ David E. Lanzer
		David E. Lanzer General Counsel and Corporate Secretary

Rexford Industrial Realty (REXR) 8-KSubmission of Matters to a Vote of Security Holders