Seritage Growth Properties filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$SRG
Real Estate
Finance
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 5, 2024
(Exact name of Registrant as Specified in Its Charter)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: 212 355-7800
(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:
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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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).
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 5, 2024, Company held its annual meeting of shareholders. The meeting was held to vote on the matters described
below.
1. Election of trustees. John
T. McClain, Adam Metz, Talya Nevo-Hacohen, Andrea Olshan, Mitchell Sabshon, Allison L. Thrush and Mark Wilsmann stood for re-election as trustees of the Company for a term ending at the 2025 annual meeting of shareholders. Under the Company's bylaws,
the affirmative vote of at least two-thirds of all the votes cast at a meeting of shareholders at which a quorum is present is required to elect a trustee. The votes on this matter were as follows, in which all such trustees of the Company received
the required two-thirds of all the votes cast:
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Name
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For
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Against
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Abstain
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Broker Non-Vote
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John T. McClain
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21,018,601
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2,163,022
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243,063
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5,493,127
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Adam Metz
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21,127,453
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2,054,221
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243,012
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5,493,127
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Talya Nevo-Hacohen
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21,518,748
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1,662,676
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243,262
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5,493,127
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Andrea Olshan
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21,844,766
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1,337,008
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242,912
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5,493,127
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Mitchell Sabshon
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17,227,651
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5,954,217
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242,818
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5,493,127
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Allison L. Thrush
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17,368,152
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5,813,566
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242,968
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5,493,127
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Mark Wilsmann
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17,980,518
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5,201,156
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243,012
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5,493,127
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2. Ratification of the appointment
of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2024. The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public
accounting firm for fiscal year 2024. Ratification of the appointment of our independent registered public accounting firm required the affirmative vote of a majority of votes at the annual meeting. The votes on this matter were as follows:
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For
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Against
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Abstain
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Broker Non-Vote
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28,088,747
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587,188
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241,878
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0
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3. Approval of an advisory,
non-binding, resolution to approve the Company's executive compensation program for the Company's named executive officers. The shareholders approved an advisory, non-binding, resolution to approve the Company's executive compensation
program for the Company's named executive officers. Approval of this advisory, non-binding, resolution required the affirmative vote of a majority of votes at the annual meeting. The votes on this matter were as follows:
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For
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Against
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Abstain
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Broker Non-Vote
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14,073,174
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9,108,681
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242,831
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5,493,127
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within Inline XBRL document)
SIGNATURE
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.
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SERITAGE GROWTH PROPERTIES
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By:
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/s/ Matthew Fernand
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Matthew Fernand
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Chief Legal Officer
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Date: June 6, 2024