Washington Real Estate Investment Trust filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$WRE
Real Estate Investment Trusts
Real Estate
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 25, 2023
1775 EYE STREET, NW , SUITE 1000 , WASHINGTON , DC 20006
| (Exact name of registrant as specified in its charter) | ||
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive office) (Zip code)
Registrant’s telephone number, including area code: (202 ) 774-3200
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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 registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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.
Election of Directors
At Elme Communities' ("Elme") 2023 annual meeting of shareholders held on May 25, 2023 (the "annual meeting"), Elme’s shareholders elected Jennifer S. Banner as a trustee of the Board of Trustees (the "Board") to serve until Elme’s 2024 annual meeting of shareholders and until her successor is elected and qualifies. Ms. Banner received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 74,513,611 | 538,677 | 59,185 | 5,584,486 | |||||||||||||||||
Elme’s shareholders also elected Benjamin S. Butcher as a trustee of the Board to serve until Elme’s 2024 annual meeting of shareholders and until his successor is elected and qualifies. Mr. Butcher received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 74,422,143 | 623,567 | 65,763 | 5,584,486 | |||||||||||||||||
Elme's shareholders also elected Ellen M. Goitia as a trustee of the Board to serve until Elme's 2024 annual meeting of shareholders and until her successor is elected and qualifies. Ms. Goitia received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 74,296,173 | 767,557 | 47,743 | 5,584,486 | |||||||||||||||||
Elme's shareholders also elected Paul T. McDermott as a trustee of the Board to serve until Elme's 2024 annual meeting of shareholders and until his successor is elected and qualifies. Mr. McDermott received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 72,392,875 | 2,655,303 | 63,295 | 5,584,486 | |||||||||||||||||
Elme's shareholders also elected Thomas H. Nolan, Jr. as a trustee of the Board to serve until Elme's 2024 annual meeting of shareholders and until his successor is elected and qualifies. Mr. Nolan received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 73,886,460 | 1,169,282 | 55,731 | 5,584,486 | |||||||||||||||||
Elme's shareholders also elected Anthony L. Winns as a trustee of the Board to serve until Elme's 2024 annual meeting of shareholders and until his successor is elected and qualifies. Mr. Winns received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 73,295,692 | 1,753,424 | 62,357 | 5,584,486 | |||||||||||||||||
Advisory Vote to Approve Named Executive Officer Compensation
Elme's shareholders approved, by nonbinding advisory vote, the compensation paid to Elme's named executive officers. This proposal received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 70,872,708 | 4,056,204 | 182,561 | 5,584,486 | |||||||||||||||||
Advisory Vote on Frequency of Advisory Vote on Named Executive Officer Compensation
Elme's shareholders approved, by nonbinding advisory vote, the holding of the advisory vote on named executive officers compensation every one year. This proposal received the following votes:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | |||||||||||||||||||
| 72,353,419 | 110,881 | 2,551,116 | 96,057 | 5,584,486 | |||||||||||||||||||
Consistent with the recommendation of Elme’s Board and the vote of the shareholders at its annual meeting, Elme confirms that it will include a non-binding shareholder advisory vote on executive compensation in Elme’s proxy materials every year until the next required advisory vote on the frequency of shareholder votes on executive compensation, which will occur no later than the annual shareholders meeting in 2029.
Ratification of Ernst & Young as Elme's Independent Registered Public Accounting Firm
Elme's shareholders ratified the appointment of Ernst & Young LLP as Elme's independent registered public accounting firm for the fiscal year ending December 31, 2023. This proposal received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 79,081,977 | 1,488,966 | 125,016 | — | |||||||||||||||||
The results reported above are final voting results.
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.
| ELME COMMUNITIES | ||||||||||||||||||||
| (Registrant) | ||||||||||||||||||||
| By: | /s/ W. Drew Hammond | |||||||||||||||||||
| (Signature) | ||||||||||||||||||||
| W. Drew Hammond | ||||||||||||||||||||
| Senior Vice President, Chief Accounting Officer | ||||||||||||||||||||
| May 30, 2023 | ||||||||||||||||||||
| (Date) | ||||||||||||||||||||