EPR Properties filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$EPR
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 6, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) (Zip Code) | ||||||||||||||
(Registrant’s telephone number, including area code)
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 symbol(s) | Name of each exchange on which registered | ||||||||||||
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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported below, at the 2025 Annual Meeting of Shareholders (the "2025 Annual Meeting") of EPR Properties (the "Company") held on May 6, 2025, the Company's shareholders approved amendments to the EPR Properties 2016 Equity Incentive Plan (the "2016 Plan"). The amendments to the 2016 Plan: (i) increased the number of authorized shares issuable under the plan from 3,950,000 shares to 5,950,000 shares; and (ii) extended the term of the plan from May 28, 2031 to May 6, 2035.
The amendments to the 2016 Plan were effected through an amendment and restatement of the plan effective as of May 6, 2025 (the "Amended 2016 Plan"). A summary of the Amended 2016 Plan is included in Proposal No. 3 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2025. The foregoing description of the Amended 2016 Plan is not complete and is qualified in its entirety by reference to the Amended 2016 Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2025 Annual Meeting, the matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below:
Proposal No. 1
The following nominees for trustees were elected to serve one-year terms expiring in 2026:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||
| Peter C. Brown | 47,348,419 | 2,538,149 | 1,509,663 | 9,258,839 | ||||||||||||||||||||||
| William P. Brown | 49,242,885 | 640,092 | 1,513,254 | 9,258,839 | ||||||||||||||||||||||
| John P. Case III | 48,737,388 | 1,132,119 | 1,526,724 | 9,258,839 | ||||||||||||||||||||||
| James B. Connor | 45,784,711 | 4,069,321 | 1,542,199 | 9,258,839 | ||||||||||||||||||||||
| Virginia E. Shanks | 49,058,532 | 818,139 | 1,519,560 | 9,258,839 | ||||||||||||||||||||||
| Gregory K. Silvers | 47,555,030 | 2,174,711 | 1,666,490 | 9,258,839 | ||||||||||||||||||||||
| Robin P. Sterneck | 48,278,896 | 1,577,540 | 1,539,795 | 9,258,839 | ||||||||||||||||||||||
| John Peter Suarez | 49,665,396 | 199,392 | 1,531,443 | 9,258,839 | ||||||||||||||||||||||
| Lisa G. Trimberger | 48,590,308 | 1,282,609 | 1,523,314 | 9,258,839 | ||||||||||||||||||||||
| Caixia Y. Ziegler | 48,930,423 | 932,920 | 1,532,888 | 9,258,839 | ||||||||||||||||||||||
Proposal No. 2
The shareholders approved the compensation of the Company's named executive officers as presented in the Company's proxy statement on a non-binding, advisory basis:
| For | 45,982,389 | ||||
| Against | 3,789,610 | ||||
| Abstain | 1,624,232 | ||||
| Broker Non-Vote | 9,258,839 | ||||
Proposal No. 3
The shareholders approved the Amended 2016 Plan as described under Item 5.02 above:
| For | 46,392,576 | ||||
| Against | 3,423,211 | ||||
| Abstain | 1,580,444 | ||||
| Broker Non-Vote | 9,258,839 | ||||
Proposal No. 4
The shareholders approved the ratification of KPMG LLP as the Company's independent registered public accounting firm for 2025:
| For | 58,154,980 | ||||
| Against | 2,311,289 | ||||
| Abstain | 188,801 | ||||
| Broker Non-Vote | — | ||||
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
| EPR Properties 2016 Equity Incentive Plan (as amended and restated effective May 6, 2025) | ||||||||
| 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.
| EPR PROPERTIES | |||||||||||
| By: | /s/ Mark A. Peterson | ||||||||||
| Mark A. Peterson | |||||||||||
| Executive Vice President, Treasurer and Chief Financial Officer | |||||||||||
Date: May 6, 2025