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Section 1: 8-K (FORM 8-K 5/10/2018)

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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 9, 2018
KITE REALTY GROUP TRUST
(Exact name of registrant as specified in its charter)
 
Maryland
1-32268
11-3715772
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification Number)
 
 
 
30 S. Meridian Street
Suite 1100
Indianapolis, IN 46204
(Address of principal executive offices) (Zip Code)
 
 
(317) 577-5600
(Registrant’s telephone number, including area code)
 
 
Not applicable
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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

The 2018 annual meeting of shareholders of Kite Realty Group Trust (“Kite Realty” or the “Company”) took place on May 9, 2018. At the meeting, shareholders elected nine trustees to serve one-year terms expiring at the 2019 annual meeting of shareholders. Each of the nominees as listed in the Company’s proxy statement was elected. The shares voted for, against, and abstaining as to each nominee were as follows:

Nominee
For
 
Against
 
Abstain
John A. Kite
69,477,949

 
 
1,884,317

 
 
31,266

 
William E. Bindley
51,218,013

 
 
20,143,134

 
 
32,385

 
Victor J. Coleman
51,233,588

 
 
20,125,830

 
 
34,114

 
Lee A. Daniels
51,298,756

 
 
20,061,945

 
 
32,831

 
Gerald W. Grupe
70,858,368

 
 
500,752

 
 
34,412

 
Christie B. Kelly
70,859,162

 
 
501,289

 
 
33,081

 
David R. O’Reilly
70,812,118

 
 
546,221

 
 
35,193

 
Barton R. Peterson
51,049,236

 
 
20,309,570

 
 
34,726

 
Charles H. Wurtzebach
70,819,255

 
 
542,269

 
 
32,008

 

____________________
*
There were a total of 5,888,739 Broker Non-Votes for each trustee nominee.

At the annual meeting, the shareholders voted on a non-binding resolution to approve the compensation of the Company’s executive officers. The shares voted for, against, and abstaining on this proposal were as follows:
 
For
 
Against
 
Abstain
Advisory vote on executive compensation
68,229,380

 
 
3,004,242

 
 
159,910

 

____________________
*
There were a total of 5,888,739 Broker Non-Votes related to the advisory vote on executive compensation.

At the annual meeting, the shareholders voted to ratify the appointment of Ernst & Young, LLP to serve as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2018. The shares voted for, against, and abstaining on this proposal were as follows:
 
For
 
Against
 
Abstain
Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2018
75,344,041

 
 
1,890,927

 
 
47,303

 











    
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.

 
 
 
 
KITE REALTY GROUP TRUST
 
 
Date: May 10, 2018
By:
/s/ Scott E. Murray
 
 
Scott E. Murray
 
 




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