Stratus Properties Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$STRS
Homebuilding
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 13, 2025
(Exact name of registrant as specified in its charter)
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Registrant's telephone number, including area code: (512 ) 478-5788
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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 5.07. Submission of Matters to a Vote of Security Holders.
Stratus Properties Inc. (Stratus) held its 2025 annual meeting of stockholders (Annual Meeting) on May 13, 2025, in Austin, Texas. At the Annual Meeting, Stratus’ stockholders (1) elected William H. Armstrong III and Kate B. Henriksen to serve as Class III directors of Stratus, each for a three-year term and until his or her successor is elected and qualified; (2) approved, on an advisory basis, the compensation of Stratus’ named executive officers; (3) approved, on an advisory basis, the frequency of one year for future advisory votes on the compensation of Stratus’ named executive officers; and (4) ratified, on an advisory basis, the appointment of CohnReznick LLP as Stratus’ independent registered public accounting firm for 2025.
Of the 8,072,897 shares of Stratus’ common stock outstanding as of the record date, 7,353,365 shares were represented in person or by proxy at the Annual Meeting. The inspector of elections reported the final vote of stockholders as follows:
Proposal No. 1: Election of two Class III directors.
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| William H. Armstrong III | 4,115,917 | 1,312,602 | 1,924,846 | |||||||||||||||||
| Kate B. Henriksen | 4,126,835 | 1,301,684 | 1,924,846 | |||||||||||||||||
Proposal No. 2: Approval, on an advisory basis, of the compensation of Stratus’ named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 4,000,076 | 1,423,435 | 5,008 | 1,924,846 | |||||||||||||||||
Proposal No. 3: Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of Stratus’ named executive officers.
| Votes For 1 Year | Votes For 2 Years | Votes For 3 Years | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| 4,970,561 | 8,314 | 377,637 | 72,007 | 1,924,846 | ||||||||||||||||||||||
Consistent with the results of the vote on Proposal No. 3 and the recommendation of Stratus’ Board of Directors, Stratus has decided to hold an advisory vote on the compensation of its named executive officers every year until the next required stockholder vote on the frequency of future advisory votes on the compensation of Stratus’ named executive officers.
Proposal No. 4: Ratification, on an advisory basis, of the appointment of CohnReznick LLP as Stratus’ independent registered public accounting firm for 2025.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 7,327,295 | 17,665 | 8,405 | N/A | |||||||||||||||||
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.
Stratus Properties Inc.
| By: | /s/ Erin D. Pickens | |||||||
| Erin D. Pickens | ||||||||
Senior Vice President and Chief Financial Officer (authorized signatory and Principal Financial Officer and Principal Accounting Officer) | ||||||||
Date: May 14, 2025