Alexandria Real Estate Equities Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Real Estate Investment Trusts
Real Estate
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 14, 2024
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Alexandria Real Estate Equities, Inc., a Maryland corporation (“Alexandria” or the "Company"), held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) on May 14, 2024. At the 2024 Annual Meeting, Alexandria’s stockholders approved the amendment and restatement of the Alexandria Real Estate Equities, Inc. Amended and Restated 1997 Stock Award and Incentive Plan (as amended and restated, the “Amended 1997 Incentive Plan”). Alexandria’s Board of Directors approved the Amended 1997 Incentive Plan on March 26, 2024, subject to, and effective upon, approval by Alexandria’s stockholders at the 2024 Annual Meeting. The primary purposes of the amendment and restatement are to:
(i)increase the aggregate number of shares of Alexandria’s common stock available for grant by 2,000,000 shares as of March 26, 2024; and
(ii)extend the termination date to 10 years from the date of stockholder approval of the Amended 1997 Incentive Plan.
A more detailed summary of the changes adopted in the Amended 1997 Incentive Plan is set forth in Alexandria’s definitive proxy statement for the 2024 Annual Meeting, filed with the Securities and Exchange Commission on April 3, 2024 (the “2024 Proxy Statement”). The foregoing summary and the summary contained in the 2024 Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended 1997 Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As noted above in Item 5.02, Alexandria held its 2024 Annual Meeting on May 14, 2024. At the 2024 Annual Meeting, there were present in person or by proxy 159,975,909 shares of Alexandria’s common stock, representing stockholders entitled to cast approximately 91% of the total outstanding eligible votes and constituting a quorum. Set forth below are the voting results for the four proposals considered and voted upon at the 2024 Annual Meeting, all of which proposals were described in the 2024 Proxy Statement.
1. Election of Directors
Alexandria’s stockholders elected, by the votes indicated below, eight persons to serve as directors of Alexandria until its 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualify. The following table sets forth the results of the voting with respect to each candidate:
| Director | For | Against | Abstained | Broker Non-Vote (1) | ||||||||||||||||||||||
| Joel S. Marcus | 147,068,492 | 8,118,006 | 75,802 | 4,713,609 | ||||||||||||||||||||||
| Steven R. Hash | 140,727,813 | 14,502,134 | 32,353 | 4,713,609 | ||||||||||||||||||||||
| James P. Cain | 88,018,111 | 67,212,172 | 32,017 | 4,713,609 | ||||||||||||||||||||||
| Cynthia L. Feldmann | 151,350,616 | 3,880,066 | 31,618 | 4,713,609 | ||||||||||||||||||||||
| Maria C. Freire, Ph.D. | 107,966,901 | 47,263,715 | 31,684 | 4,713,609 | ||||||||||||||||||||||
| Richard H. Klein | 141,508,013 | 13,721,910 | 32,377 | 4,713,609 | ||||||||||||||||||||||
| Sheila K. McGrath | 154,525,270 | 705,377 | 31,653 | 4,713,609 | ||||||||||||||||||||||
| Michael A. Woronoff | 107,442,298 | 47,787,925 | 32,077 | 4,713,609 | ||||||||||||||||||||||
(1) Broker non-votes represent proxies that are uninstructed on a proposal and submitted by brokers or other nominees who lack discretionary authority to vote on the proposal absent instructions from the beneficial owner of shares of stock.
2. Amendment and Restatement of the Amended 1997 Incentive Plan
Alexandria’s stockholders voted to approve the amendment and restatement of the Amended 1997 Incentive Plan, as disclosed in Alexandria's 2024 Proxy Statement. 150,571,171 votes were cast “for” the approval, 4,631,950 votes were cast “against” the approval, and 59,179 votes abstained. Additionally, there were 4,713,609 broker non-votes for this proposal.
3. Non-binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
Alexandria’s stockholders voted, on a non-binding, advisory basis, to approve the compensation of its named executive officers, as disclosed in Alexandria’s 2024 Proxy Statement. 133,097,725 votes were cast “for” the approval, 21,779,586 votes were cast “against” the approval, and 384,989 votes abstained. Additionally, there were 4,713,609 broker non-votes for this proposal.
4. Ratification of Appointment of Independent Public Registered Accountants
Alexandria’s stockholders voted to ratify the appointment of Ernst & Young LLP as Alexandria’s independent registered public accountants for the fiscal year ending December 31, 2024. 149,463,036 votes were cast “for” the ratification, 10,485,475 votes were cast “against” the ratification, and 27,398 votes abstained. There were no broker non-votes for this proposal.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Title | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (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.
| ALEXANDRIA REAL ESTATE EQUITIES, INC. | ||||||||
| May 16, 2024 | By: | /s/ Marc E. Binda | ||||||
| Marc E. Binda | ||||||||
| Chief Financial Officer and Treasurer | ||||||||