Hudson Pacific Properties 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
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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, 2025
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(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (310 ) 445-5700
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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).
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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.
On May 14, 2025, Hudson Pacific Properties, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Amended and Restated Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010 Incentive Award Plan (the “Amended and Restated 2010 Plan”). The Amended and Restated 2010 Plan was adopted by the Company’s Board of Directors (the “Board”) on April 22, 2025, subject to approval by the Company’s stockholders, and became effective on the date of the Annual Meeting.
The Amended and Restated 2010 Plan makes the following material changes to the Amended and Restated Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010 Incentive Award Plan, as amended and restated on February 15, 2024:
(i)Increases the number of shares of common stock available for issuance under the Amended and Restated 2010 Plan by 7,259,450 shares, and increases the number of shares which may be granted as incentive stock options under the Amended and Restated 2010 Plan by 7,259,450 shares; and
(ii)Extends the right to grant awards under the Amended and Restated 2010 Plan through April 22, 2035.
The terms and conditions of the Amended and Restated 2010 Plan are described in the section entitled “Proposal No. 2 - Approval of Amended and Restated 2010 Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2025. The foregoing description of the Amended and Restated 2010 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated 2010 Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)The Company held its Annual Meeting on May 14, 2025 at 9:00 a.m. (Pacific Time).
(b)The voting results from the Company’s Annual Meeting were as follows:
1.Each of the following ten directors was elected to the Board to serve until the next annual meeting of stockholders in 2026 or until their respective successors are elected and qualified, and received the number of votes set forth below. For each director, there were no broker non-votes.
| Name | For | Against | Abstain | |||||||||||||||||
| Victor J. Coleman | 91,636,385.04 | 6,137,146.00 | 1,809,469.00 | |||||||||||||||||
| Theodore R. Antenucci | 93,293,498.04 | 6,247,398.00 | 42,104.00 | |||||||||||||||||
| Ebs Burnough | 93,717,319.31 | 5,776,720.73 | 88,960.00 | |||||||||||||||||
| Jonathan M. Glaser | 92,553,346.04 | 6,982,563.00 | 47,091.00 | |||||||||||||||||
| Robert L. Harris II | 69,254,881.04 | 30,280,303.00 | 47,816.00 | |||||||||||||||||
| Christy Haubegger | 93,790,085.31 | 5,691,125.73 | 101,789.00 | |||||||||||||||||
| Mark D. Linehan | 92,085,901.04 | 7,437,105.00 | 59,994.00 | |||||||||||||||||
| Michael Nash | 97,787,738.04 | 1,748,152.00 | 47,110.00 | |||||||||||||||||
| Barry A. Sholem | 93,071,774.04 | 6,469,164.00 | 42,062.00 | |||||||||||||||||
| Andrea Wong | 84,645,636.75 | 14,805,798.29 | 131,565.00 | |||||||||||||||||
2.The Amended and Restated Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010 Incentive Award Plan was approved by a vote of 62,039,738.85 shares in favor, 37,473,977.82 shares against, and 69,283.36 shares abstaining. There were no broker non-votes.
3.The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year was approved by a vote of 93,333,874.04 shares in favor, 6,234,922.00 shares against, and 14,204.00 shares abstaining. There were no broker non-votes.
4.The advisory resolution approving the Company’s executive compensation was not approved. There were 35,066,037.07 shares in favor, 64,430,920.96 shares against, and 86,042.01 shares abstaining. There were no broker non-votes.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
| 10.1+ | ||||||||
| 104** | ||||||||
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+ Filed herewith.
** Furnished herewith.
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.
HUDSON PACIFIC PROPERTIES, INC. | ||||||||||||||
| Date: | May 16, 2025 | By: | /s/ Mark Lammas | |||||||||||
| Mark Lammas President | ||||||||||||||