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Section 1: 8-K (8-K)

Document

 
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): April 29, 2019

WEINGARTEN REALTY INVESTORS
(Exact name of registrant as specified in its charter)
Texas
1-9876
74-1464203
(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
2600 Citadel Plaza Drive, Suite 125, Houston, Texas 77008
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 866-6000
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 ¨
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 April 29, 2019, the Company held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 128,648,043 common shares were entitled to vote as of February 28, 2019, the record date for the Annual Meeting. There were 118,638,421 common shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on three proposals. Set forth below are the matters acted upon by the shareholders of the Company at the Annual Meeting, and the final voting results of each proposal.
(1)    The shareholders elected each of the eight nominees to the Board of Trust Managers to serve until their successors have been elected and qualified, as follows:
TRUST MANAGER
 
FOR
 
AGAINST
 
ABSTAIN
Andrew M. Alexander
 
101,344,230
 
3,352,580
 
92,702
Stanford J. Alexander
 
103,612,653
 
1,076,617
 
100,242
Shelaghmichael C. Brown
 
93,506,336
 
10,859,923
 
423,253
Stephen A. Lasher
 
95,262,396
 
9,393,602
 
133,514
Thomas L. Ryan
 
59,485,857
 
45,201,944
 
101,711
Douglas W. Schnitzer
 
97,445,956
 
7,244,326
 
99,230
C. Park Shaper
 
100,478,948
 
4,206,746
 
103,818
Marc J. Shapiro
 
92,782,635
 
11,910,523
 
96,354
There were 13,848,909 broker non-votes with respect to the election of the Board of Trust Managers.    
(2)    The shareholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, as follows:
FOR
 
116,891,111
AGAINST
 
1,578,038
ABSTAIN
 
169,272
(3)    The shareholders approved, by non-binding vote, the compensation awarded to the Company’s executives named in the Summary Compensation Table, as disclosed in the Company’s 2019 Proxy Statement, as follows:
FOR
 
74,694,179
AGAINST
 
29,796,133
ABSTAIN
 
299,200
BROKER NON-VOTES
 
13,848,909


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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: April 30, 2019
 
WEINGARTEN REALTY INVESTORS
 
 
 
 
 
 
 
By:
/s/ Joe D. Shafer
 
 
Joe D. Shafer
 
 
Senior Vice President/
Chief Accounting Officer

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