Highwoods Properties Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$HIW
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 13, 2025
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Highwoods Properties, Inc. | ||||||||
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 13, 2025, the Company’s stockholders approved our 2025 long-term equity incentive plan. The board believes that equity incentive compensation promotes our long-term success by aligning the interests of our directors, officers and employees with the interests of our stockholders. The equity incentive awards provide participants with an ownership interest in our company and a direct and demonstrable stake in our success to the extent of their position, responsibility, overall impact and contribution.
The plan authorizes the issuance of up to 1,250,000 shares of common stock in the form of restricted stock or restricted stock unit awards. Under the plan, the compensation and governance committee may grant shares of restricted stock and restricted stock units. In any calendar year, no more than 250,000 shares of restricted stock or restricted stock units can be issued to any officer or employee and no more than 15,000 shares of restricted stock or restricted stock units can be issued to any non-employee director.
Highlights of the plan include the following:
•The plan does not provide for liberal share recycling. Shares tendered or withheld for taxes will not be available for future grants under the plan;
•The plan does not provide for grants of stock options;
•Grants of time-based restricted stock and restricted stock units to officers and employees with vesting periods shorter than three years are prohibited (provided that shares and units may vest pro rata on an annual basis beginning on the first anniversary of the grant date);
•Grants of all other types of restricted stock and restricted stock units with vesting periods shorter than one year are prohibited;
•The compensation and governance committee does not have the discretion to accelerate the vesting or exercisability of awards, except in the event of death, disability or involuntary termination of employment in connection with a change in control;
•Grants generally are not accelerated upon a change in control if they are assumed by the surviving entity (or its parent if the surviving entity has a parent) or replaced with a comparable award of substantially equal value granted by the surviving entity (or its parent if the surviving entity has a parent); and
•Grants are expressly subject to our incentive compensation recoupment policy.
A description of the material terms of the plan can be found in the section of the Definitive Proxy Statement on Schedule 14A filed by the Company on March 28, 2025 entitled “Proposal 4: Approval of Our 2025 Long-Term Equity Incentive Plan” and is incorporated by reference into this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 13, 2025, the Company held its annual meeting of stockholders. The final vote of the matters presented for a vote at such meeting was as follows:
| Matter | For | Against | Abstain/ Withheld | Broker Non-Votes | |||||||||||||||||||||||||
| (1) | Election of Directors: | 4,241,498 | |||||||||||||||||||||||||||
| Charles A. Anderson | 95,306,774 | 414,964 | |||||||||||||||||||||||||||
| Carlos E. Evans | 85,380,677 | 10,341,061 | |||||||||||||||||||||||||||
| David L. Gadis | 94,992,995 | 728,743 | |||||||||||||||||||||||||||
| David J. Hartzell | 90,648,735 | 5,073,003 | |||||||||||||||||||||||||||
| Theodore J. Klinck | 95,322,988 | 398,750 | |||||||||||||||||||||||||||
| Anne H. Lloyd | 93,511,977 | 2,209,761 | |||||||||||||||||||||||||||
| Candice L. Todd | 95,494,592 | 227,146 | |||||||||||||||||||||||||||
| (2) | Ratification of appointment of Deloitte & Touche LLP as independent auditor for 2025 | 99,211,855 | 590,165 | 161,216 | |||||||||||||||||||||||||
| (3) | Advisory vote on executive compensation | 91,048,929 | 4,431,256 | 241,553 | 4,241,498 | ||||||||||||||||||||||||
| (4) | Approval of the 2025 long-term equity incentive plan | 91,729,999 | 3,784,010 | 207,729 | 4,241,498 | ||||||||||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| HIGHWOODS PROPERTIES, INC. | |||||||||||
| By: | /s/ Jeffrey D. Miller | ||||||||||
| Jeffrey D. Miller | |||||||||||
| Executive Vice President, General Counsel and Secretary | |||||||||||
| HIGHWOODS REALTY LIMITED PARTNERSHIP | |||||||||||
| By: Highwoods Properties, Inc., its general partner | |||||||||||
| By: | /s/ Jeffrey D. Miller | ||||||||||
| Jeffrey D. Miller | |||||||||||
| Executive Vice President, General Counsel and Secretary | |||||||||||
Dated: May 13, 2025