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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.                )

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		One Galleria Tower 13355 Noel Road, 22nd Floor Dallas, Texas 75240
		Letter from Our Chairman
		Dear Fellow Stockholders:
		You are cordially invited to attend the 2019 Annual Meeting of Stockholders of The Howard Hughes Corporation. We will hold the meeting at 9:00 a.m., local time, on Thursday, May 16, 2019, at Pier 17 Green Room, located at Pier 17, 89 South Street, 3rd Floor, New York, New York 10038. Enclosed you will find a notice setting forth the items that we expect to address during the meeting and our Proxy Statement.
		I would like to personally thank you for your continued investment in The Howard Hughes Corporation. We look forward to welcoming many of you to our annual meeting. It is important that your shares be voted at the meeting in accordance with your preference. Your vote is important to us. Even if you do not plan to attend the meeting in person, we hope that your votes will be represented at the meeting by filling out, signing, dating and returning your proxy card or voting by using the available internet or telephone voting procedures.

NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERS

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		TIME AND DATE		9:00 a.m., local time on Thursday, May 17, 2018Sincerely,
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		PLACE		iPic Theaters located at: 11 Fulton Street, New York, NY 10038
​	​	​	​	​	​	​
		ITEMS OF BUSINESS		§ Election to our Board of Directors of the 10 director nominees named in the attached Proxy Statement for a one-year team
				§William A. Ackman An advisory vote to approve executive compensation (Say-on-Pay) Chairman of the Board of Directors

Important Notice Regarding the AvailabilityTable of Proxy Materials for our Annual Meeting to be held on May 17, 2018. Our Proxy Statement, 2017 Annual Report to Stockholders and other materials are available on our website at www.proxyvote.comContents

One Galleria Tower
13355 Noel Road, 22nd Floor
Dallas, Texas 75240

				By Order of the Board of Directors,
				Peter F. Riley Senior Executive Vice President, Secretary and General Counsel April 3, 2018

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Letter from our Chairman

April 3, 2018

Fellow Stockholders:

              You are cordially invited to attend the 2018 Annual Meeting of Stockholders of The Howard Hughes Corporation. We will hold the meeting at 9:00 a.m., local time, on Thursday, May 17, 2018, at iPic Theaters, located at 11 Fulton Street, New York, New York 10038. Enclosed you will find a notice setting forth the items that we expect to address during the meeting and our Proxy Statement.

              I would like to personally thank you for your continued investment in The Howard Hughes Corporation. We look forward to welcoming many of you to our annual meeting. It is important that your shares be voted at the meeting in accordance with your preference. Your vote is important to us. Even if you do not plan to attend the meeting in person, we hope that your votes will be represented at the meeting by filling out, signing, dating and returning your proxy card or voting by using the available internet or telephone voting procedures.

		Sincerely,
		William A. Ackman ChairmanNotice of the Board2019 Annual Meeting of DirectorsStockholders

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Proxy Summary

              This summary highlights certain information from our Proxy Statement for the 2018 Annual Meeting of Stockholders. You should read the entire Proxy Statement carefully before voting.

2018 Annual Meeting Information

​		​	Thursday, May 16, 2019	​		​	9:00 a.m., local time	​		​	Pier 17 Green Room 89 South Street, 3rd Floor New York, NY 10038

For additional information about our Annual Meeting, see "Questions and Answers Regarding This Proxy Statement And The Annual Meeting."

Matters to be voted on at our 2018 Annual Meeting

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Governance Highlights

              The Board of Directors (the "Board") and management believe that good corporate governance promotes accountability to stockholders, enhances investor confidence in The Howard Hughes Corporation (the "Company") and supports long-term value creation. The Company has implemented and fostered a culture of good corporate governance, which includes the following:

Executive Compensation Highlights

              The compensation committee of the Board seeks to align the executive compensation program with the Company's business strategy to attract, retain and engage the talent we need to compete in our industry, and to align management with stockholders' interest. The table below highlights key aspects of our executive compensation program and practices. It is important that you review our "Compensation Discussion and Analysis" and compensation-related tables disclosed elsewhere in this Proxy Statement for a complete understanding of our executive compensation program.

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Performance Highlights

              We encourage youYour vote is important to read the following Performance Highlights as background to this Proxy Statement.

Strategic Development Segment

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Master Planned Community Segment

·

MPCs located in desirable locations



·

Substantial cash generated from sale of residential land



·

Total residential land sales closed, price per acre and EBT have increased in each of the last three years



·

Competitive advantages as largest real estate owner in MPCs



·

50 million square feet of development entitlements within existing portfolio

(1)

MPC Earnings Before Taxes ("MPC EBT") is a non-GAAP measure. We believe that MPC EBT is a useful supplemental measure of the performance of our ownership, management and redevelopment or repositioning or our MPCs. A reconciliation of MPC EBT to net income as computed in accordance with GAAP has been presented in Appendix A to this Proxy Statement.

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Operating Asset Segment

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THE HOWARD HUGHES CORPORATION

One Galleria Tower
13355 Noel Road, 22^nd Floor
Dallas, Texas 75240

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 17, 2018

QUESTIONS AND ANSWERS REGARDING THIS PROXY STATEMENT
AND THE ANNUAL MEETING

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

              Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), the Company has elected to provide access to its proxy materials over the internet or, uponus. Please exercise your request, through the mail. These materials are being provided in connection with the solicitation of proxies by the Board for use at the Company's 2018 annual meeting of stockholders or any postponement or adjournment thereof (the "Annual Meeting"). Accordingly, the Company sent a Notice of Internet Availability of Proxy Materials (the "Notice") on or about April 3, 2018 to stockholders entitled to notice of, and to vote at, the meeting.

              All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages stockholders to take advantage of the availability of the proxy materials on the internet.

              You are invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement. The Annual Meeting will be held at 9:00 a.m., local time, on Thursday, May 17, 2018, at iPic Theaters, 11 Fulton Street, New York, NY 10038.

How can I get electronic access to the proxy materials?

              The Notice will provide you with instructions regarding how to:

§

view the Company's proxy materials for the Annual Meeting on the internet; and



§

instruct the Company to send future proxy materials to you electronically by email.

              The Company's proxy materials are also available on the Company's website atwww.howardhughes.com under the Investors tab.

              If you previously elected to access your proxy materials over the internet, you will not receive a Notice or printed proxy materials in the mail. Instead you have received an email with a link to the proxy materials and voting instructions.

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              Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to you, which should result in lower costs associated with the Annual Meeting. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

What is included in the proxy materials?

              The proxy materials include:

§

the Company's Notice of the Annual Meeting;



§

this Proxy Statement for the Annual Meeting; and



§

the Company's 2017 Annual Report to Stockholders.

              If you requested printed versions of these materials by mail, the proxy materials will also include a proxy card (for stockholders of record) or a voting instruction form (for beneficial owners) for the Annual Meeting.

Who is entitled to vote at the Annual Meeting?

              Holders of Company common stock at the close of business on March 22, 2018 are entitled to receive notice of, and to vote their shares at, the Annual Meeting. On March 22, 2018, there were 43,124,556 shares of Company common stock outstanding and entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

              If your shares are registered in your name with the Company's transfer agent, Computershare Trust Company, N.A., you are considered a "stockholder of record." If your shares are held in an account with a broker, bank or other nominee, you are considered the "beneficial owner." As the beneficial owner, you have thestockholder right to direct your broker, bank or other nominee on how to vote your shares.

How do I vote?

You may

		By internet or telephone
		If you are a stockholder of record, you will need the control number included on your Notice, proxy card or in the email that you receive to access the proxy materials. Follow the instructions to vote your shares electronically on the internet or by calling the toll-free number provided to you.
		If you are a beneficial owner of shares, you may vote your shares electronically on the internet by following the instructions sent to you by your broker, bank or other holder of record or by calling the toll-free number provided to you.
		By mail
		If you are a stockholder of record, you may request from us, by following the instructions on your Notice or in the email that you received, printed copies of the proxy materials, which will include a proxy card.

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		If you are a beneficial owner of shares, follow the instructions from your broker, bank or other holder of record to request copiesBy Order of the Proxy Statement and 2017 Annual Report to Stockholders, which will include a voting instruction form.
		Be sure to complete, sign and date the proxy card or voting instruction form and return it in the manner instructed.Board of Directors,
		In person at the Annual Meeting
		All stockholders of record may vote in person at the Annual Meeting. You can request a ballot at the Annual Meeting. You may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record Peter F. Riley Senior Executive Vice President, Secretary and present it to the inspector of election with your ballot to be able to vote at the Annual Meeting.General Counsel

              Internet and telephone votingApril 4, 2019

Important Notice Regarding the Availability of Proxy Materials for stockholders of record will be available 24 hours a day, and will close at 11:59 p.m. Eastern Timeour Annual Meeting
to Be Held on May 16, 2018. The availability of internet and telephone voting for beneficial owners will depend on the voting processes of your broker, bank or other holder of record. You should follow the voting instructions in the materials provided to you by your broker, bank or other holder of record. If you vote on the internet or by telephone, you do not have to return a proxy card or voting instruction form. If you are located outside the U.S. and Canada, please use the internet or mail voting procedures. Your vote is important. Your timely response may save us the expense of attempting to contact you again.

What is householding and how does this affect me?

              We have adopted a procedure approved by the SEC called "householding." Under this procedure, registered stockholders, who have the same address and last name and who receive either Notices or paper copies of the proxy materials in the mail, will receive only one copy of our proxy materials, or a single envelope containing the Notices for all stockholders at that address. This consolidated method of delivery will continue unless one or more of these stockholders notifies us that they would like to receive individual copies of proxy materials. This procedure reduces our printing costs and postage fees. If a stockholder of record residing at such address wishes to receive separate Notices in the future, he or she may contact The Howard Hughes Corporation, One Galleria Tower, 13355 Noel Road, 22^nd Floor, Dallas, Texas 75240, Attention: Investor Relations.

What can I do if I change my mind after I submit my proxy?

              If you are a stockholder of record, you can revoke your proxy prior to the completion of voting at the Annual Meeting by:

§

delivering written notice revoking your proxy to the Corporate Secretary at the Company's address set forth above;



§

timely delivering a new, later-dated proxy using one of the methods described above; or



§

voting in person at the Annual Meeting.

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​	​	​ Proxy Statement for the 2018 Annual Meeting of Stockholders    |2019The Howard Hughes Corporation    8

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              If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy from your broker, bank or other nominee.

What shares are included in my proxy?

              If you are a stockholder of record, you will receive one proxy card for all of your shares that are registered in your name with the Company's transfer agent. If you are a beneficial owner of shares, the voting instructions you receive from your broker, bank or other nominee will indicate the number of shares of Company common stock held by them on your behalf. If you received more than one proxy card or voting instructions, then your shares are likely registered in more than one name with the Company's transfer agent and/or held in more than one account with your broker, bank or other nominee. Please complete, sign, date and return each proxy card and/or voting instructions to ensure that all of your shares are voted.

What happens if I do not give specific voting instructions?

              All properly executed proxies, unless revoked as described above, will be voted at the Annual Meeting in accordance with your instructions. If a properly executed proxy gives no specific instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

              If you are a beneficial owner of shares and do not provide your broker, bank or other nominee with specific voting instructions, then under the rules of the New York Stock Exchange (the "NYSE"), they may only vote on matters for which they have discretionary power to vote. If your broker, bank or other nominee does not receive instructions from you on how to vote your shares and they do not have discretion to vote on the matter, then the broker, bank or other nominee will inform the inspector of election that it does not have the authority to vote on the matter with respect to your shares.

              Your broker, bank or other nominee will not be permitted to vote on your behalf on the election of directors; the advisory vote on executive compensation; and other matters to be considered at the Annual Meeting, unless you provide specific instructions by completing and returning a properly executed proxy or following the instructions provided to you to vote your shares. For your vote to be counted, you need to communicate your voting decisions to your broker, bank or other nominee before the date of the Annual Meeting.

What constitutes a quorum?

              A majority of the outstanding shares of common stock must be present, in person or by proxy, to constitute a quorum at the Annual Meeting.

              Abstentions and "broker non-votes" are counted as present and entitled to vote for purposes of determining a quorum. A "broker non-vote" occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular matter and has not received voting instructions from the beneficial owner.

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​	​	​ Proxy Statement for the 2018 Annual Meeting of Stockholders    |The Howard Hughes Corporation    9

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Who can attend the Annual Meeting?

              The Annual Meeting is open to all holders of the Company's common stock. Each stockholder is permitted to bring one guest. No cameras, recording equipment, large bags, briefcases or packages will be permitted in the Annual Meeting, and security measures will be in effect to provide for the safety of attendees.

What will the stockholders vote on at the Annual Meeting, what are the voting requirements for each of the matters to be voted on at the Annual Meeting and what are the Board's voting recommendations?

Proposal		Vote Necessary to Approve Proposals		Broker Discretionary Voting Allowed?		Treatment of Abstentions and Broker Non-Votes		Board Recommendation
No. 1—Election of Directors		Each director nominee must receive the affirmative vote of a majority of the votes cast with respect to the nominee, excluding abstentions		No
​	​	​	​	​
		No effect		FOR each director nominee
No. 2—Advisory Vote on Executive Compensation (Say-on-Pay)		Affirmative vote of a majority of the shares present, in person or by proxy, at the Annual Meeting and entitled to vote on the matter		No		Abstentions have the effect of a vote cast against the matter and broker non-votes have no effect		FOR
No. 3—Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2018		Affirmative vote of a majority of the votes cast		Yes		No effect		FOR

​Our Proxy Statement, 2018 Annual Report to Stockholders and other materials are
available on our website at www.proxyvote.com

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​	​	​ Proxy Statement for the 2018 Annual Meeting of Stockholders    |The Howard Hughes Corporation    10

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MATTERS RELATED TO CORPORATE GOVERNANCE, BOARD STRUCTURE, DIRECTOR
COMPENSATION AND STOCK OWNERSHIP

PROXY SUMMARY		1
2019 Annual Meeting Information		1
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Matters to be Voted on at our 2019 Annual Meeting		1
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Director Nominees		2
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Director Diversity		2
Governance Highlights		3
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Executive Compensation Highlights		4
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HHSustainability		5
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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 16, 2019		6
Questions and Answers Regarding this Proxy Statement and the Annual Meeting		6
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MATTERS RELATED TO CORPORATE GOVERNANCE, BOARD STRUCTURE, DIRECTOR COMPENSATION AND STOCK OWNERSHIP		10
Corporate Governance               The Board has adopted the following policies to serve as the governing framework of the Company: §		corporate governance guidelines to assist the Board in the exercise of its responsibilities to the Company and its stockholders;10 § a code of business conduct and ethics applicable to the Company's directors; § a code of business conduct and ethics applicable to the Company's officers and other employees; and § written charters for its audit committee, compensation committee, nominating and corporate governance committee and risk committee.               The Company's corporate governance guidelines, codes of business conduct and ethics and committee charters are available on the Company's website at www.howardhughes.com under the Investors tab. You may also obtain a copy of these policies upon written request to the Company's Corporate Secretary at its principal executive office.               The Board periodically reviews its corporate governance policies and practices. Based on these reviews, the Board may adopt changes to policies and practices that are in the best interests of the Company and as appropriate to comply with any new SEC or NYSE corporate governance requirements.               The Board may, at its discretion, elect a Chairman of the Board from among the directors. If at any time the Chairman of the Board is a current or former executive officer of the Company, or for any reason is not an independent director, a presiding director will be selected by the independent directors from among the directors who are not current or former executive officers of the Company and are otherwise independent. The Board adopted this structure to promote decision-making and governance that are independent of the Company's management and to better perform the Board's monitoring and evaluation functions. The positions of Chairman of the Board and Chief Executive Officer are held by different individuals. The Chairman of the Board, William Ackman, is not a member of Company management.               The Board has established a policy that its non-management directors meet in executive session, without members of management present at least four times per year; provided, however, that any non-management director may request additional executive sessions of the non-management directors at any time, if and when necessary, to discuss any matter of concern. The Chairman of the Board or presiding director presides over each executive session. The Board policy provides that if the Board includes non-management directors that are not independent, at least one executive session each year will include only independent directors.               The Company believes that the foregoing policies and practices, when combined with the Company's other governance policies and procedures, provide an appropriate framework for oversight, discussion and evaluation of decisions and direction from the Board. ​ ​ ​ ​ ​ ​ ​ Proxy Statement for the 2018 Annual Meeting of Stockholders    |The Howard Hughes Corporation    11
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Table of Contents FOUNDATION IN SOUND GOVERNANCE PRACTICES § Regular executive sessions of independent directors § Majority voting with resignation policy for directors in uncontested elections § Annual Board and committee evaluations § Executive Compensation Recoupment Policy § Directors may contact any employee of our Company directly, and the Board and its committees may engage independent advisors at their sole discretion § Stockholders holding at least 15% of our outstanding shares of common stock can call a special meeting of stockholders § Annual elections of directors (i.e., no staggered board) § Director and executive stock ownership requirements § General prohibition against short sales, investing in publicly traded options, pledging and hedging of Company securities by directors and management Risk Management               The Board views risk management as one of its primary responsibilities. A fundamental part of risk management is not only understanding the risks that the Company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. Our Board is responsible for overseeing the risk management of our Company, which is carried out by the full Board as well as at each of its committees and, in particular, the risk committee.		Board Risk Management Oversight Includes:11 § strategic and financial considerations § legal, regulatory and compliance risks § other risks considered by the committees Risk Committee Risk Management Oversight Includes: § the development and implementation of the Company's enterprise risk management program, which is an enterprise-wide program designed to enable effective and efficient identification of critical enterprise risks and to facilitate the incorporation of risk considerations into decision making § overall risk-taking tolerance and risk governance § environmental, social and governance risks Audit Committee Risk Management Oversight Includes: § financial, legal and compliance risks § technology and cybersecurity risks ​ ​ ​ ​ ​ ​ ​ Proxy Statement for the 2018 Annual Meeting of Stockholders    |The Howard Hughes Corporation    12
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Table of Contents Compensation Committee Risk Management Oversight Includes: § considering the relationship between the Company's overall compensation policies and practices for employees, including executive officers, and risk, including whether such policies and practices encourage imprudent risk taking and would be reasonably likely to have a material adverse effect on the Company. Nominating and Corporate Governance Committee Risk Management Oversight Includes: § managing risks related to Board composition § oversight of risks related to corporate governance Director Independence               NYSE corporate governance guidelines require that at least a majority of the members of the Board meet the NYSE criteria for independence. The Board has determined that each of its non-management directors, which include Mr. Ackman, Mr. Flatto, Mr. Furber, Ms. Kaplan, Mr. Model, Mr. Sellers, Mr. Shepsman, Mr. Tansky and Ms. Tighe, is independent under the NYSE independence standards. Mr. Weinreb is not independent because he is the Chief Executive Officer of the Company.		12
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Director Nominations		Qualifications.12    The nominating and corporate governance committee considers a number of factors in its evaluation of director candidates. These factors include their specific experience, qualifications, attributes and skills in light of the Company's business. The nominating and corporate governance committee is also responsible for recommending the nomination of those incumbent directors it deems appropriate for reelection to the Board and, if applicable, reappointment to any committees of the Board on which such director serves.               While the nominating and corporate governance committee has not established specific criteria relating to a candidate's age, education, experience level or skills, qualified candidates are expected to have strong business expertise and, in particular, experiences and expertise with regard to real estate development and management, retail, marketing, technology, financial reporting, risk management and/or business strategy. Under our Diversity Policy, the nominating and corporate governance committee also considers the independence of the nominee, availability for service to the Company (including any potential conflicts of interest), age of the incumbent directors on the Board, diversity and the Board's anticipated needs with regard to director expertise. With regard to diversity, the nominating and corporate governance committee is committed to considering candidates for the Board regardless of gender, ethnicity and national origin.               Stockholder Recommendations.    The nominating and corporate governance committee will consider recommendations of potential candidates from stockholders based on the same criteria as a candidate identified by the nominating and corporate governance committee.               To recommend a candidate, a stockholder must provide notice to the Company. The notice must include the following: § as to each person being recommended, all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be
​ ​ ​ ​ ​ ​ ​ ​ ​ Proxy Statement for the 2018 Annual Meeting of Stockholders    |The Howard Hughes Corporation    13 ​ Table of ContentsQualifications		12
made in connection with solicitations of proxies for election of directors in contested elections;Stockholder Recommendations §		12
such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected; andStockholder Engagement		13 § a description of all direct and indirect compensation between the Company and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships between or among such stockholder and, if applicable, the beneficial owner of the shares held by such stockholder.               For information regarding when notice must be received to be considered timely, see "Stockholder Proposals for 2019 Annual Meeting of Stockholders."
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Communications with the Board		Any stockholder or other interested party may communicate with the Board, any Board committee, the non-management directors or any individual director. All written communications must identify the recipient and the author and be sent by certified mail to the Company's principal executive offices at One Galleria Tower, 13355 Noel Road, 22nd Floor, Dallas, Texas 75240, Attention: Corporate Secretary. The Corporate Secretary will act as agent for the directors in facilitating these communications.13
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Codes of Business Conduct and Ethics		13
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The Company has adopted a code of business conduct and ethics applicable to the Company's directors and a code of business conduct and ethics applicable to the Company's officers and other employees. The purpose of these codes is to, among other things, affirm the Company's commitment to the highest standards of business conduct and ethics, integrity and attendant compliance reporting in accordance with all applicable laws. The codes set forth a common set of values and standards to which all of the Company's directors, officers and employees are expected to adhere. The Company will post information regarding any amendment to, or waiver from, its codes of business conduct and ethics on its website under the Investors tab as required by applicable law. ​ ​ ​ ​ ​ ​ ​ Proxy Statement for the 2018 Annual Meeting of Stockholders    |The Howard Hughes Corporation 14 ​ Table of Contents THE BOARD, ITS COMMITTEES AND ITS COMPENSATION		14
The Board               We were pleased to welcome Beth Kaplan to the Board in December 2017. Our nominating and corporate governance committee identified Ms. Kaplan with the assistance of an independent search firm. As described in her biography below, Ms. Kaplan brings to the Board and its committees a depth of experience across a wide range of industries and is one of the country's leading brand and marketing executives.               Nine of our directors are non-management directors. Under the Company's amended and restated bylaws, the Board may select one of its members to be Chairman of the Board. William Ackman is the Chairman of the Board.               Under the Company's corporate governance guidelines, Board members are expected to devote the time reasonably necessary to discharge their responsibilities and to prepare for and, to the extent reasonably practicable, attend and participate in all meetings of the Board and the committees on which they serve. Each director is expected to attend the annual meeting of stockholders. The Board held a total of six meetings in 2017. All directors attended 75% or more of the meetings of the Board and of the committees on which they served during 2017. All the directors then in office attended our 2017 annual meeting of stockholders.               Our individual Board members have varied expertise and bring extensive professional experience both within and outside the real estate industry. This provides our Board with a vast collective skill set which is advantageous to the Board's oversight of our Company. While the industry-specific expertise possessed by certain of our Board members is essential, we also benefit from the viewpoints of our directors with expertise outside of the real estate industry. These varied perspectives expand the Board's ability to provide relevant guidance to our business. Core Qualifications Diversity of Skills and Experience § Integrity, business judgment and commitment § Real estate § Demonstrated leadership and management ability § Retail § Expertise in their respective fields § Marketing § Financial literacy § Operations § Strategic thinking § Technology § Reputational focus § Public company/corporate governance/compliance § Involvement in charitable and community organizations § Audit, tax, accounting & preparation of financial statements ​ § Risk management 14
​ ​ ​ ​ ​ ​ ​ Proxy Statement for the 2018 Annual Meeting of Stockholders    |The Howard Hughes Corporation    15 ​ ​ ​
Table of Contents Board Committees		14
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Audit		15
Compensation		15
Nominating and Corporate Governance		16
Risk		16
Commitment of our Board – 2018		16
Board and Committee Evaluations		17
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Evaluations – A Multi-Step Process		17
2018 Director Compensation		17
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Stock Ownership Guidelines		19
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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL HOLDERS		20
Directors and Executive Officers		20
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Five Percent Holders		22
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		23
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		23
RELATED PARTY TRANSACTIONS AND CERTAIN RELATIONSHIPS		24
Related Party Transactions Policy		24
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Transactions in Connection with the Spin-Off		24
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Registration Rights Agreement		24

Stockholder Agreement		25
Standstill Agreement		25
Transactions after the Spin-Off		26
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Weinreb Warrant		26
Herlitz Warrant		26
O'Reilly Warrant		26
Pershing Square Sale of Shares		26
PROPOSAL NO. 1 – ELECTION OF DIRECTORS		27
PROPOSAL NO. 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION		32
PROPOSAL NO. 3 – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2019		33
Relationship with Independent Registered Public Accounting Firm		33
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Independent Registered Accounting Firm Fees		34
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Pre-Approval Policies and Procedures		34
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AUDIT COMMITTEE REPORT		35
EXECUTIVE OFFICERS		37
COMPENSATION DISCUSSION AND ANALYSIS		42
Executive Compensation		42
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Executive Summary		42
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Financial and Operational Highlights		43
Financial Results Under Incentive Plans		43
2018 Compensation Highlights		44
Compensation and Governance Best Practices		46
Compensation Philosophy and Objectives		47
Key Elements of Executive Compensation Program		52
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION		68
EXECUTIVE COMPENSATION		69
Summary Compensation Table		69
​	​	​
2018 Grants of Plan-Based Awards		71
​	​	​
Employment Agreements with the NEOs		72
​	​	​
David Weinreb		72
Grant Herlitz		74
David O'Reilly		77
Peter F. Riley		78
Paul Layne		80
Simon Treacy		81
Employment Agreements – Definitions		81
Outstanding Equity Awards at Fiscal Year-End		83
​	​	​
2018 Option Exercises and Stock Vested		84
​	​	​
Nonqualified Deferred Compensation		85
​	​	​
Potential Payments Upon Termination or Change in Control		85
​	​	​
Pay Ratio Disclosure		87
​	​	​
EQUITY COMPENSATION PLAN INFORMATION		88
STOCKHOLDER PROPOSALS FOR 2020 ANNUAL MEETING OF STOCKHOLDERS		89
OTHER MATTERS		89
ANNEX A		​
ANNEX B		​
ANNEX C		​

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​	​	​	​	​
​	​ ​	​ Proxy Summary	​ ​	​

​

This summary highlights certain information from our Proxy Statement for the 2019 Annual Meeting of Stockholders. You should read the entire Proxy Statement carefully before voting.

2019 ANNUAL MEETING INFORMATION

	​	Thursday, May 16, 2019	​		​	9:00 a.m., local time	​		​	Pier 17 Green Room 89 South Street, 3rd Floor New York, NY 10038
	​	Record date March 21, 2019	​		​	Admission Photo identification and proof of ownership as of the record date are required to attend the Annual Meeting

		For additional information about our Annual Meeting, see "Questions and Answers Regarding This Proxy Statement and The Annual Meeting."
MATTERS TO BE VOTED ON AT OUR 2019 ANNUAL MEETING

​	​	​	​	​	​	​
Proposal				Board Recommendation		Page
1		Election of directors		✓  FOR each director nominee		27
​	​	​	​	​	​	​
2		Advisory vote to approve executive compensation (Say-on-Pay)		✓  FOR		32
​	​	​	​	​	​	​
3		Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019		✓  FOR		33
​	​	​	​	​	​	​

​

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PROXY SUMMARY

DIRECTOR NOMINEES

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Committee Memberships

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Name

​

Age

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Director Since

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Independent

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Principal Occupation

​

Audit

​

Compensation

​

Nominating & Corporate Governance

​

Risk

​

Other Current Public Company Boards

William Ackman

​

52

​

2010

​

✓

​

Chief Executive Officer and Portfolio Manager of Pershing Square Capital Management, L.P.

​

​

​

​

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• None

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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​

Adam Flatto

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56

​

2010

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✓

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Chief Executive Officer and President of The Georgetown Company

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​

​

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• None

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Jeffrey Furber

​

60

​

2010

​

✓

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Chief Executive Officer of AEW Capital Management, L.P. and Chairman of AEW Europe

​

​

​

​

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• Stag Industrial

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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Beth Kaplan

​

61

​

2017

​

✓

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Managing Partner of Axcel Partners, LLC

​

​

​

​

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• Meredith Corporation

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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Allen Model

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73

​

2010

​

✓

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Treasurer and Vice Chairman of Overseas Strategic Consulting, Ltd.

​

​

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• None

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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​

R. Scot Sellers

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62

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2010

​

✓

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Former Chief Executive Officer of Archstone

​

​

​

​

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• None

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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Steven Shepsman

​

66

​

2010

​

✓

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Executive Managing Director of New World Realty Advisors

​

​

​

​

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• Spirit MTA REIT

​

​

​

​

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​

​

​

​

​

​

​

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​

​

​

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Mary Ann Tighe

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70

​

2011

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✓

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Chief Executive Officer of CBRE's New York Tri-State Region

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• None

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​

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​

​

​

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David Weinreb

​

54

​

2010

​

✘

​

Chief Executive Officer of The Howard Hughes Corporation

​

​

​

​

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• None

​

​

​

​

​

​

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​

Meetings in 2018: 6

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11

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6

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4

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4

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Chair

Member

Financial Expert

Chairman of the Board

Director Diversity

​

2  \The Howard Hughes Corporation - investor.howardhughes.com

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PROXY SUMMARY

​

		See "Proposal No. 1 – Election of Directors" for more information.

GOVERNANCE HIGHLIGHTS

The Board of Directors (the "Board") and management believe that good corporate governance promotes accountability to stockholders, enhances investor confidence in The Howard Hughes Corporation (the "Company") and supports long-term value creation. The Company has implemented and fostered a culture of good corporate governance, which includes the following:

​	Our✓	​	None of our director nominees serve on an excessive number of boards	​	✓	​	Each committee of the Board has four standing committees: audit,a published charter that is reviewed annually
​	✓	​	A majority of executive pay is tied to performance-based and long-term equity incentives	​	✓	​	Each committee of the Board is 100% comprised of independent directors
​	✓	​	The Board follows Corporate Governance Guidelines	​	✓	​	The Board and each of its committees meet regularly and frequently without management present

		See "Matters Related to Corporate Governance, Board Structure, Director Compensation and Stock Ownership" for more information.

​

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PROXY SUMMARY

EXECUTIVE COMPENSATION HIGHLIGHTS

The Compensation Committee of the Board seeks to align the executive compensation program with the Company's business strategy to attract, retain and engage the talent we need to compete in our industry,

and to align management with stockholders' interest. The table below highlights key aspects of our executive compensation program and practices.

✓ A compensation nominatingrecovery policy designed to prevent misconduct by any executive officers ✓ No single-trigger change-in-control for severance pay and corporate governancebenefits ✓ Five-year vesting period for the performance-based component of long-term equity awards ✓ A substantial portion of our long-term equity awards contain meaningful performance hurdles to achieve full vesting (100% of our CEO's long-term equity awards are subject to performance hurdles)	​	✓ Non-employee directors and risk. executive officers are subject to stock ownership guidelines ✓ No tax gross-ups in executive employment agreements or incentive plan ✓ A general prohibition against short sales; investing in publicly traded options; hedging; pledging and margin accounts; and limit orders, in each case, involving Company securities

​

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PROXY SUMMARY

​

HHSUSTAINABILITY

Inheriting the visionary legacy of our namesake, we have an unrelenting focus on building for the future.

With our commitment to creating long-term value, we recognize our responsibility and role in managing risks related to real estate's impact on the environment and society, as well as in helping provide solutions to the emerging challenges facing us today.

In 2017 we embarked on a portfolio-wide Sustainability Program to develop formalized policies, programs, metrics and measures to assess and accelerate our Environmental, Social and Governance ("ESG") performance. By prioritizing sustainability, it is our hope

to enhance the quality of living for our stakeholders, lessen our company's environmental footprint and decrease operational expenses through a number of sustainability-related initiatives.

We have memorialized our stewardship and commitment to sustainability with our first ESG Review which we posted on our website in December 2018. The review outlines how we will continue to integrate ESG values and policies into our business. To learn more about how we track and measure our success in this area, please visit:

https://www.howardhughes.com/hhsustainability.

​

Proxy Statement for the 2019 Annual Meeting of Stockholders/  5

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​	​	​	​	​
​	​ ​	​ Proxy Statement for Annual Meeting of Stockholders to Be Held on May 16, 2019	​ ​	​

​

QUESTIONS AND ANSWERS REGARDING THIS PROXY STATEMENT AND THE ANNUAL MEETING

		Why did I receive proxy materials in the mail?
		The specific membershipCompany has elected to provide access to its proxy materials through the mail. These materials are being provided in connection with the solicitation of each committee allows usproxies by the Board for use at the Company's 2019 annual meeting of stockholders or any postponement or adjournment thereof (the "Annual Meeting"). Accordingly, the Company sent a proxy materials on or about April 4, 2019 to stockholders entitled to notice of, and to vote at, the meeting.

				All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages stockholders to take advantage of our directors' diverse skill sets, which enables deep focusthe availability of the proxy materials on committee matters. the Internet.               Each of our committees: § Operates pursuantYou are invited to a written charter (availableattend the Annual Meeting and are requested to vote on ourthe proposals described in this Proxy Statement. The Annual Meeting will be held at 9:00 a.m., local time, on Thursday, May 16, 2019, at Pier 17 Green Room, 89 South Street, 3rd Floor, New York, NY 10038.

		How can I get electronic access to the proxy materials?
		The Company's proxy materials are available on the Company's website at www.howardhughes.com under the "Investors" tab)Investors tab.
		What is included in the proxy materials?
		The proxy materials include: • the Company's Notice of the Annual Meeting; • this Proxy Statement for the Annual Meeting; • the Company's 2018 Annual Report to Stockholders; and • a proxy card (for stockholders of record) or a voting instruction form (for beneficial owners) for the Annual Meeting.

​

6  \The Howard Hughes Corporation - investor.howardhughes.com

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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 16, 2019

	​	Who is entitled to vote at the Annual Meeting?
	​	Holders of Company common stock at the close of business on March 21, 2019 are entitled to receive notice of, and to vote their shares at, the Annual Meeting. On March 21, 2019, there were 43,335,898 shares of Company common stock outstanding and entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.
	​	If your shares are registered in your name with the Company's transfer agent, Computershare Trust Company, N.A., you are considered a "stockholder of record." If your shares are held in an account with a broker, bank or other nominee, you are considered the "beneficial owner." As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares.
	​	How do I vote?

​	​	​	​	​
		How to Vote
		Your vote is important. Please vote as soon as possible by one of the methods shown below.
​	​	​	​	​
		§ Reviews its charter annuallyIn person at the Annual Meeting		All stockholders of record may vote in person at the Annual Meeting. You can request a ballot at the Annual Meeting. You may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspector of election with your ballot to be able to vote at the Annual Meeting.
​	​	​	​	​
		§ Evaluates its performance annually By telephone		All stockholders of record may vote their shares by calling 1-800-690-6903 toll-free. Submit your vote by telephone until 11:59 p.m. ET on May 15, 2019. Have your proxy card available and follow the instructions provided by the recorded message to vote your shares. If you are a beneficial owners of shares, you may vote your shares by telephone by following the instructions send to you by your broker, bank or other record holder.
​	​	​	​	​
		By Internet		All stockholders of record may vote their shares online at www.proxyvote.com. Use the Internet to transmit your voting instructions until 11:59 p.m. ET on May 15, 2019. Have your proxy card available and follow the instructions on the website to vote your shares. If you are a beneficial owner of shares, you may vote your shares online by following the instructions sent to you by your broker, bank or other record holder.
​	​	​	​	​
		By mail		All stockholders of record may vote their shares at the Annual Meeting by signing, dating and returning the enclosed proxy card in the postage paid envelope. If you are a beneficial owner of shares, you may vote your shares by mail by following the instructions sent to you by your broker, bank or other record holder.
​	​	​	​	​

​

​

​ Internet and telephone voting for stockholders of record will be available 24 hours a day, and will close at 11:59 p.m. Eastern Time on May 15, 2019. The availability of internet and telephone voting for beneficial owners will depend on the voting processes of your broker, bank or other holder of record. You should follow the voting instructions in the materials provided to you by your broker, bank or other holder of record. If you vote on the internet or by telephone, you do not have to return a proxy card or voting instruction form. If you are located outside the U.S. and Canada, please use the internet or mail voting procedures. Your vote is important. Your timely response may save us the expense of attempting to contact you again. ​ Proxy Statement for the 2019 Annual Meeting of Stockholders/  7

​

​ Proxy Statement for the 2018 Annual Meeting of Stockholders    |The Howard Hughes Corporation    16

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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 16, 2019

​

		What is householding and how does this affect me?
		We have adopted a procedure approved by the Securities and Exchange Commission ("SEC") called "householding." Under this procedure, registered stockholders, who have the same address and last name and who receive paper copies of the proxy materials in the mail, will receive only one copy of our proxy materials. This consolidated method of delivery will continue unless one or more of these stockholders notifies us that they would like to receive individual copies of proxy materials. This procedure reduces our printing costs and postage fees. If a stockholder of record residing at such address wishes to receive separate proxy materials in the future, he or she may contact The Howard Hughes Corporation, One Galleria Tower, 13355 Noel Road, 22nd Floor, Dallas, Texas 75240, Attention: Investor Relations.
		What can I do if I change my mind after I submit my proxy?
		If you are a stockholder of record, you can revoke your proxy prior to the completion of voting at the Annual Meeting by: • delivering written notice revoking your proxy to the Corporate Secretary at the Company's address set forth above; • timely delivering a new, later-dated proxy using one of the methods described above; or • voting in person at the Annual Meeting.
		If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy from your broker, bank or other nominee.
		What shares are included in my proxy?
		If you are a stockholder of record, you will receive one proxy card for all of your shares that are registered in your name with the Company's transfer agent. If you are a beneficial owner of shares, the voting instructions you receive from your broker, bank or other nominee will indicate the number of shares of Company common stock held by them on your behalf. If you received more than one proxy card or voting instructions, then your shares are likely registered in more than one name with the Company's transfer agent and/or held in more than one account with your broker, bank or other nominee. Please complete, sign, date and return each proxy card and/or voting instructions to ensure that all of your shares are voted.
		What happens if I do not give specific voting instructions?
		All properly executed proxies, unless revoked as described above, will be voted at the Annual Meeting in accordance with your instructions. If a properly executed proxy gives no specific instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.
		If you are a beneficial owner of shares and do not provide your broker, bank or other nominee with specific voting instructions, then under the rules of the New York Stock Exchange (the "NYSE"), they may only vote on matters for which they have discretionary power to vote. If your broker, bank or other nominee does not receive instructions from you on how to vote your shares and they do not have discretion to vote on the matter, then the broker, bank or other nominee will inform the inspector of election that it does not have the authority to vote on the matter with respect to your shares.
		Your broker, bank or other nominee will not be permitted to vote on your behalf on the election of directors; the advisory vote on executive compensation; and other matters to be considered at the Annual Meeting, unless you provide specific instructions by completing and returning a properly executed proxy or following the instructions provided to you to vote your shares. For your vote to be counted, you need to communicate your voting decisions to your broker, bank or other nominee before the date of the Annual Meeting.

​

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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 16, 2019

​

		What constitutes a quorum?
		A majority of the outstanding shares of common stock must be present, in person or by proxy, to constitute a quorum at the Annual Meeting.
		Abstentions and "broker non-votes" are counted as present and entitled to vote for purposes of determining a quorum. A "broker non-vote" occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular matter and has not received voting instructions from the beneficial owner.
		Who can attend the Annual Meeting?
		The Annual Meeting is open to all holders of the Company's common stock. Each stockholder is permitted to bring one guest. No cameras, recording equipment, large bags, briefcases or packages will be permitted in the Annual Meeting, and security measures will be in effect to provide for the safety of attendees.
		What will the stockholders vote on at the Annual Meeting, what are the voting requirements for each of the matters to be voted on at the Annual Meeting and what are the Board's voting recommendations?

​	​	​	​	​	​	​	​	​	​	​
Proposal				Vote Necessary to Approve Proposal		Broker Discretionary Voting Allowed?		Treatment of Abstentions and Broker Non-Votes		Board Recommendation
1		Election of directors		Each director nominee must receive the affirmative vote of a majority of the votes cast with respect to the nominee, excluding abstentions		No		No effect		✓  The Company's reputation isFOR each director nominee
​	​	​	​	​	​	​	​	​	​	​
2		Advisory vote to approve executive compensation (Say-on-Pay)		Affirmative vote of critical importance. In fulfilling their dutiesa majority of the shares present, in person or by proxy, at the Annual Meeting and entitled to vote on the matter		No		Abstentions have the effect of a vote cast against the matter and broker non-votes have no effect		✓ FOR
​	​	​	​	​	​	​	​	​	​	​
3		Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019		Affirmative vote of a majority of the votes cast		Yes		No effect		✓ FOR
​	​	​	​	​	​	​	​	​	​	​

​

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​	​ ​	​ Matters Related to Corporate Governance, Board Structure, Director Compensation and Stock Ownership	​ ​	​

​

CORPORATE GOVERNANCE

The Board has adopted the following policies to serve as the governing framework of the Company:

■

corporate governance guidelines to assist the Board in the exercise of its responsibilities to the Company and its stockholders;



■

a code of business conduct and ethics applicable to the Company's directors;



■

a code of business conduct and ethics applicable to the Company's officers and other employees; and



■

written charters for its Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Risk Committee.

The Company's corporate governance guidelines, codes of business conduct and ethics and committee charters are available on the Company's website at www.howardhughes.com under the Investors tab. You may also obtain a copy of these policies upon written request to the Company's Corporate Secretary at its principal executive office.

The Board periodically reviews its corporate governance policies and practices. Based on these reviews, the Board may adopt changes to policies and practices that are in the best interests of the Company and as appropriate to comply with any new SEC or NYSE corporate governance requirements.

The Board may, at its discretion, elect a Chairman of the Board from among the directors. If at any time the

Chairman of the Board is a current or former executive officer of the Company, or for any reason is not an independent director, a presiding director will be selected by the independent directors from among the directors who are not current or former executive officers of the Company and are otherwise independent. The Board adopted this structure to promote decision-making and governance that are independent of the Company's management and to better perform the Board's monitoring and evaluation functions. The positions of Chairman of the Board and Chief Executive Officer are held by different individuals. The Chairman of the Board, William Ackman, is not a member of Company management.

The Board has established a policy that its non-management directors meet in executive session, without members of management present at least four times per year; provided, however, that any non-management director may request additional executive sessions of the non-management directors at any time, if and when necessary, to discuss any matter of concern. The Chairman of the Board or presiding director presides over each executive session. The Board policy provides that if the Board includes non-management directors that are not independent, at least one executive session each year will include only independent directors.

The Company believes that the foregoing policies and practices, when combined with the Company's other governance policies and procedures, provide an appropriate framework for oversight, discussion and evaluation of decisions and direction from the Board.

​

10  \The Howard Hughes Corporation - investor.howardhughes.com

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MATTERS RELATED TO CORPORATE GOVERNANCE, BOARD STRUCTURE, DIRECTOR COMPENSATION AND STOCK OWNERSHIP

​	​	​	​
	Foundation in Sound Governance Practices
	✓ Regular executive sessions of independent directors ✓ Annual Board and committee evaluations ✓ Directors may contact any employee of our standingCompany directly, and the Board and its committees may engage independent advisors at their sole discretion ✓ Annual elections of directors (i.e., no staggered board) ✓ A general prohibition against short sales; investing in publicly traded options; hedging; pledging and margin accounts; and limit orders, in each case, involving Company securities		✓ Majority voting with resignation policy for directors in uncontested elections ✓ Executive Compensation Recoupment Policy ✓ Stockholders holding at least 15% of our Board consider the potential effectoutstanding shares of any matter on our reputation.common stock can call a special meeting of stockholders ✓ Director and executive stock ownership requirements
​	​	​	​

RISK MANAGEMENT

The Board views risk management as one of its primary responsibilities. A fundamental part of risk management is not only understanding the risks that the Company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. Our Board is responsible for overseeing the risk management of our Company, which is carried out by the full Board as well as at each of its committees and, in particular, the Risk Committee.

BOARD RISK MANAGEMENT OVERSIGHT INCLUDES:

■

strategic and financial considerations



■

legal, regulatory and compliance risks



■

other risks considered by the committees

RISK COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:

■

the development and implementation of the Company's enterprise risk management program, which is an enterprise-wide program designed to enable effective and efficient identification of critical enterprise risks and to facilitate the incorporation of risk considerations into decision making



■

overall risk-taking tolerance and risk governance

■

environmental, social and governance risks

AUDIT COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:

■

financial, legal and compliance risks



■

technology and cybersecurity risks

COMPENSATION COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:

■

considering the relationship between the Company's overall compensation policies and practices for employees, including executive officers, and risk, including whether such policies and practices encourage imprudent risk taking and would be reasonably likely to have a material adverse effect on the Company.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:

■

managing risks related to Board composition



■

oversight of risks related to corporate governance

​

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MATTERS RELATED TO CORPORATE GOVERNANCE, BOARD STRUCTURE, DIRECTOR COMPENSATION AND STOCK OWNERSHIP

​

DIRECTOR INDEPENDENCE

NYSE corporate governance guidelines require that at least a majority of the members of the Board meet the NYSE criteria for independence. The Board has determined that each of its non-management directors, which include Mr. Ackman, Mr. Flatto, Mr. Furber,

Ms. Kaplan, Mr. Model, Mr. Sellers, Mr. Shepsman, Mr. Tansky and Ms. Tighe, is independent under the NYSE independence standards. Mr. Weinreb is not independent because he is the Chief Executive Officer of the Company.

DIRECTOR NOMINATIONS

Qualifications

The Nominating and Corporate Governance Committee considers a number of factors in its evaluation of director candidates. These factors include their specific experience, qualifications, attributes and skills in light of the Company's business. The Nominating and Corporate Governance Committee is also responsible for recommending the nomination of those incumbent directors it deems appropriate for reelection to the Board and, if applicable, reappointment to any committees of the Board on which such director serves.

While the Nominating and Corporate Governance Committee has not established specific criteria relating to a candidate's age, education, experience level or skills, qualified candidates are expected to have strong business expertise and, in particular, experiences and expertise with regard to real estate development and management, retail, marketing, capital markets, technology, financial reporting, risk management, ESG and/or business strategy. Under our Diversity Policy, the Nominating and Corporate Governance Committee also considers the independence of the nominee, availability for service to the Company (including any potential conflicts of interest), age of the incumbent directors on the Board, diversity and the Board's anticipated needs with regard to director expertise. With regard to diversity, the Nominating and Corporate Governance Committee is committed to considering candidates for the Board regardless of gender, ethnicity and national origin.

Stockholder Recommendations

The Nominating and Corporate Governance Committee will consider recommendations of potential candidates

from stockholders based on the same criteria as a candidate identified by the Nominating and Corporate Governance Committee.

To recommend a candidate, a stockholder must provide notice to the Company. The notice must include the following:

■

monetary agreements, arrangements and understandings during the past three as to each person being recommended, all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in contested elections;



■

such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected; and



■

a description of all direct and indirect compensation between the Company and other material years, and any other material relationships between or among such stockholder and, if applicable, the beneficial owner of the shares held by such stockholder.

		For information regarding when notice must be received to be considered timely, see "Stockholder Proposals for 2020 Annual Meeting of Stockholders."

AUDIT
ALL INDEPENDENT		KEY SKILLS & EXPERIENCES REPRESENTED		KEY RESPONSIBILITIES
Steven Shepsman (Chair) Beth Kaplan Allen Model Burton M. Tansky		§ Audit/Tax/Accounting § Preparation or oversight of financial statements § Compliance § Risk management		§ Pre-approving auditing services, internal control related services and permitted non-audit services to be performed for the Company by the independent registered public accounting firm § Reviewing and discussing with management and the independent registered public accounting firm financial statement and disclosure matters § Reviewing the findings and recommendations of the Company's independent registered public accounting firm and management's response to the recommendations of that firm § Reviewing and discussing with management and the independent registered public accounting firm the Company's significant financial and accounting risk exposures § Overseeing the internal audit function § Overseeing compliance with applicable legal and regulatory requirements as it relates to financial reporting §​ 12  \The Howard Hughes Corporation - investor.howardhughes.com ​ Table of Contents ​ MATTERS RELATED TO CORPORATE GOVERNANCE, BOARD STRUCTURE, DIRECTOR COMPENSATION AND STOCK OWNERSHIP STOCKHOLDER ENGAGEMENT We believe that strong corporate governance should include year-round engagement with our stockholders. Through our investor outreach program, we solicit feedback on our executive compensation program, corporate governance and disclosure practices, and we respond to questions regarding our programs, policies and goals. We share the feedback we receive with our Board of Directors and Compensation Committee. COMMUNICATIONS WITH THE BOARD Any stockholder or other interested party may communicate with the Board, any Board committee, the non-management directors or any individual director. All written communications must identify the recipient and the author and be sent by certified mail to the Company's principal executive offices at: The Howard Hughes Corporation One Galleria Tower 13355 Noel Road, 22nd Floor Dallas, Texas 75240 Attention: Corporate Secretary The Corporate Secretary will act as agent for the directors in facilitating these communications. CODES OF BUSINESS CONDUCT AND ETHICS The Company has adopted a code of business conduct and ethics applicable to the Company's directors and a code of business conduct and ethics applicable to the Company's officers and other employees. The purpose of these codes is to, among other things, affirm the Company's commitment to the highest standards of business conduct and ethics, integrity and attendant compliance reporting in accordance with all applicable laws. The codes set forth a common set of values and standards to which all of the Company's directors, officers and employees are expected to adhere. The Company will post information regarding any amendment to, or waiver from, its codes of business conduct and ethics on its website under the Investors tab as required by applicable law. ​ Proxy Statement for the 2019 Annual Meeting of Stockholders/  13 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Board, its Committees and its Compensation ​ ​ ​ ​ THE BOARD Nine of our directors who served in 2018 are non-management directors. Under the Company's amended and restated bylaws, the Board may select one of its members to be Chairman of the Board. William Ackman is the Chairman of the Board. Under the Company's corporate governance guidelines, Board members are expected to devote the time reasonably necessary to discharge their responsibilities and to prepare for and, to the extent reasonably practicable, attend and participate in all meetings of the Board and the committees on which they serve. Each director is expected to attend the annual meeting of stockholders. The Board held a total of six meetings in 2018. All directors attended 75% or more of the meetings of the Board and of the committees on which they served during 2018. All the directors then in office attended our 2018 annual meeting of stockholders. Our individual Board members have varied expertise and bring extensive professional experience both within and outside the real estate industry. This provides our Board with a vast collective skill set which is advantageous to the Board's oversight of our Company. While the industry-specific expertise possessed by certain of our Board members is essential, we also benefit from the viewpoints of our directors with expertise outside of the real estate industry. These varied perspectives expand the Board's ability to provide relevant guidance to our business. BOARD COMMITTEES Our Board has four standing committees: Audit, Compensation, Nominating and Corporate Governance and Risk. The specific membership of each committee allows us to take advantage of our directors' diverse skill sets, which enables deep focus on committee matters. Each of our committees: • Operates pursuant to a written charter (available on our website at www.howardhughes.com under the "Investors" tab) • Reviews its charter annually • Evaluates its performance annually The Company's reputation is of critical importance. In fulfilling their duties and responsibilities, each of our standing committees and our Board consider the potential effect of any matter on our reputation. ​ 14  \The Howard Hughes Corporation - investor.howardhughes.com Table of Contents ​ THE BOARD, ITS COMMITTEES AND ITS COMPENSATION ​ ​ ​ AUDIT Meetings in 2018: 11 All Independent • Steven Shepsman  • Beth Kaplan • Allen Model Key Skills and Experiences Represented • Audit, tax, accounting • Preparation or oversight of financial statements • Compliance • Risk management Key Responsibilities • Pre-approving auditing services, internal control-related services and permitted non-audit services to be performed for the Company by the independent registered public accounting firm • Reviewing and discussing with management and the independent registered public accounting firm financial statement and disclosure matters • Reviewing the findings and recommendations of the Company's independent registered public accounting firm and management's response to the recommendations of that firm • Reviewing and discussing with management and the independent registered public accounting firm the Company's significant financial and accounting risk exposure • Overseeing the internal audit function • Overseeing compliance with applicable legal and regulatory requirements as it relates to financial reporting • Establishing "whistleblower" procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters ​ ​ ​ ​ ​ ​ ​ Proxy Statement for the 2018 Annual Meeting of Stockholders    |The Howard Hughes Corporation    17 ​ Table of Contents Each member of the audit committeeAudit Committee has the ability to read and understand fundamental financial statements. The Board has determined that Mr. Shepsman meets the requirements of an "audit committee financial expert" as defined by the SEC.rules of the Securities Exchange Act of 1934 (the "Exchange Act").
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COMPENSATION		Meetings in 2018: 6

All Independent

• R. Scot Sellers  • William Ackman • Burton Tansky • Mary Ann Tighe

Key Skills and Experiences Represented

• Setting executive compensation • Evaluating executive and Company-wide compensation programs • Human capital management

COMPENSATION
ALL INDEPENDENT		KEY SKILLS & EXPERIENCES REPRESENTED		KEY RESPONSIBILITIES
R. Scot Sellers (Chair) William Ackman Burton M. Tansky Mary Ann Tighe		§ Setting executive compensation § Evaluating executive and Company-wide compensation programs § Human capital management		§ Evaluating the performance of and determining the compensation for the Company's executive officers, including its Chief Executive Officer § Reviewing, approving and recommending to the Board the Company's annual and long-term incentive plans and programs § Reviewing and approving employment and other contracts relating to compensation with the Company's executive officers § Reviewing director compensation policies, objectives and programs and approving the form and amount of director compensation § Key Responsibilities • Evaluating the performance of and determining the compensation for the Company's executive officers, including its Chief Executive Officer • Reviewing, approving and recommending to the Board the Company's annual and long-term incentive plans and programs • Reviewing and approving employment and other contracts relating to compensation with the Company's executive officers • Reviewing director compensation policies, objectives and programs and approving the form and amount of director compensation • Reviewing with management and approving the Compensation Discussion and Analysis to be included in the Company's proxy statement ​ ​ ​ ​ ​ ​ ​ Proxy Statement for the 2018 Annual Meeting of Stockholders    |The Howard Hughes Corporation    18 ​ Table of Contents The Board has determined that each member of the compensation committeeCompensation Committee qualifies as an "outside director" as defined by Section 162(m) of the Internal Revenue Code of 1986, as amended (the "IRC)"IRC").
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THE BOARD, ITS COMMITTEES AND ITS COMPENSATION

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NOMINATING AND CORPORATE GOVERNANCE		Meetings in 2018: 4

NOMINATING AND CORPORATE GOVERNANCE
ALL INDEPENDENT		KEY SKILLS & EXPERIENCES REPRESENTED		KEY RESPONSIBILITIES
Jeffrey Furber (Chair) Adam Flatto Allen Model R. Scot Sellers Steven Shepsman		§ Corporate governance § Current and prior public company board service		§ Developing and recommending corporate governance guidelines applicable to the Board and the Company's employees § Developing criteria and qualifications for directors to be used in identifying, reviewing and selecting director candidates § Identifying and recommending individuals qualified to be directors § Reviewing relationships between directors, the Company and members of management and recommending to the Board whether directors are independent § All Independent • Jeffrey Furber  • Adam Flatto • Allen Model • R. Scot Sellers • Steven Shepsman Key Skills and Experiences Represented • Corporate governance • Current and prior public company board service Key Responsibilities • Developing and recommending corporate governance guidelines applicable to the Board and the Company's employees • Developing criteria and qualifications for directors to be used in identifying, reviewing and selecting director candidates • Identifying and recommending individuals qualified to be directors • Reviewing relationships between directors, the Company and members of management and recommending to the Board whether directors are independent • Recommending committee composition and assignments ​ ​ ​ ​ ​	​	​ Proxy Statement for the 2018 Annual Meeting of Stockholders    |The Howard Hughes Corporation    19

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RISK		Meetings in 2018: 4

All Independent
• Allen Model  • Beth Kaplan • R. Scot Sellers • RISK
ALL INDEPENDENT		KEY SKILLS & EXPERIENCES REPRESENTED		KEY RESPONSIBILITIES
Allen Model (Chair) R. Scot Sellers Steven Shepsman		§ Understanding of how risk is undertaken, mitigated and controlled § Real estate operating experience		§ Assessing and evaluating critical risks § Approving the Company's enterprise wide, risk management framework § Reviewing policies and procedures established and implemented by management to understand general enterprise and related business risk inherent in the Company's business § Providing strategic consultation and input to management to assist management in evaluating policies and practices that provide the framework to ensure operational efficiency and necessary controls for operational and other risks § Identifying which risks should be elevated to the full Board for assessment § Overseeing the delegation of risk-related responsibilities to each Board committee
Key Skills and Experiences Represented
• Understanding of how risk is undertaken, mitigated and controlled • Real estate operating experience