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Section 1: 8-K (8-K)

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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 30, 2019

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Douglas Emmett, Inc.
(Exact name of registrant as specified in its charter)

Maryland
001-33106
20-3073047
(State or other jurisdiction of incorporation)
Commission file number
(I.R.S. Employer identification No.)

1299 Ocean Avenue, Suite 1000, Santa Monica, California
90401
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:    (310) 255-7700


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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol
 
Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share
 
DEI
 
New York Stock Exchange


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

Presented below are the voting results for the proposals (described in detail in our proxy statement filed with the Securities and Exchange Commission on April 12, 2019) submitted to our stockholders at our Annual Meeting of Stockholders held on May 30, 2019:

Proposal 1. The following nominees were elected to serve on the board of directors until the 2020 annual meeting of stockholders with the following vote:

Nominee
 
For
 
Withheld
 
Broker Non-Votes
 
 
 
 
 
 
 
Dan A. Emmett
 
143,752,684
 
10,208,570
 
7,363,080
Jordan L. Kaplan
 
151,717,058
 
2,244,196
 
7,363,080
Kenneth M. Panzer
 
143,195,584
 
10,765,670
 
7,363,080
Christopher H. Anderson
 
123,067,503
 
30,893,751
 
7,363,080
Leslie E. Bider
 
149,040,378
 
4,920,876
 
7,363,080
Dr. David T. Feinberg
 
151,833,434
 
2,127,820
 
7,363,080
Virginia A. McFerran
 
123,073,824
 
30,887,430
 
7,363,080
Thomas E. O'Hern
 
133,102,677
 
20,858,577
 
7,363,080
William E. Simon, Jr.
 
113,871,178
 
40,090,076
 
7,363,080

Proposal 2. The appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019 was ratified with the following vote:

For
 
Against
 
Abstained
 
Broker Non-Votes
 
 
 
 
 
 
 
158,197,928
 
3,091,379
 
35,027
 


Proposal 3. Our 2018 executive compensation was approved with the following non-binding advisory vote:

For
 
Against
 
Abstained
 
Broker Non-Votes
 
 
 
 
 
 
 
104,984,282
 
47,794,048
 
1,182,922
 
7,363,082



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 thereunto duly authorized.

 
 
DOUGLAS EMMETT, INC.
 
 
 
 
 
 
 
 
Dated:
May 31, 2019
By:
/s/ PETER D. SEYMOUR
 
 
 
Peter D. Seymour
 
 
 
Chief Financial Officer



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