Urban Edge Properties filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$UE
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 | ||
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Securities registered pursuant to Section 12(b) of the Act:
Urban Edge Properties
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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). ☐
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 5.07 Submission of Matters to a Vote of Security Holders.
On May 7, 2025, Urban Edge Properties, a Maryland real estate investment trust (the "Company") held its 2025 Annual Meeting of Shareholders. As of March 10, 2025, the record date for shareholders entitled to vote at the Meeting, there were 125,748,200 common shares of beneficial interest, par value $0.01 per share (the “Shares”), outstanding and entitled to vote. Of the Shares entitled to vote at the Meeting, 118,066,959, or approximately 93.89%, of the Shares were present or represented by proxy. There were three matters presented and voted on. Set forth below is a brief description of each matter voted on and the voting results with respect to each such matter.
Proposal 1. Election of eight nominees to serve on the Board of Trustees of the Company until the Company’s annual meeting of shareholders in 2026 and until their successors are duly elected and qualify. In accordance with the voting results listed below, shareholders elected as trustees each of Jeffrey S. Olson, Mary L. Baglivo, Steven H. Grapstein, Norman K. Jenkins, Kevin P. O’Shea, Catherine D. Rice, Katherine M. Sandstrom and Douglas W. Sesler to serve until the 2026 annual meeting and until their successors are duly elected and qualify.
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Jeffrey S. Olson | 112,332,690 | 1,935,822 | 1,309,044 | 2,489,403 | ||||||||||||||||||||||
| Mary L. Baglivo | 114,619,966 | 900,173 | 57,417 | 2,489,403 | ||||||||||||||||||||||
| Steven H. Grapstein | 114,419,213 | 1,129,706 | 28,637 | 2,489,403 | ||||||||||||||||||||||
| Norman K. Jenkins | 107,252,059 | 8,299,600 | 25,897 | 2,489,403 | ||||||||||||||||||||||
| Kevin P. O'Shea | 115,058,953 | 490,031 | 28,572 | 2,489,403 | ||||||||||||||||||||||
| Catherine D. Rice | 115,108,098 | 395,530 | 73,928 | 2,489,403 | ||||||||||||||||||||||
| Katherine M. Sandstrom | 113,768,747 | 1,751,515 | 57,294 | 2,489,403 | ||||||||||||||||||||||
| Douglas W. Sesler | 115,542,628 | 6,356 | 28,572 | 2,489,403 | ||||||||||||||||||||||
Proposal 2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. In accordance with the voting results listed below, shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent public accountants for the fiscal year ending December 31, 2025
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||
| Votes Cast | 117,250,405 | 789,191 | 27,363 | — | ||||||||||||||||||||||
Proposal 3. Non-binding advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement, filed with the Securities and Exchange Commission on March 28, 2025 (the “Proxy Statement”). In accordance with the voting results listed below, shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||
| Votes Cast | 100,303,660 | 15,233,583 | 40,313 | 2,489,403 | ||||||||||||||||||||||
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
| Date: May 8, 2025 | By: | /s/ Robert C. Milton III | ||||||
| Robert C. Milton III, Executive Vice President and General Counsel | ||||||||