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WRI Weingarten Realty Investors

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, 2020

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)

(IRS Employer

Identification No.)

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):

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(s)

    

Name of Each Exchange on Which Registered

Common Shares of Beneficial Interest, $.03 par value

WRI

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.

On April 29, 2020, the Company held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 128,962,191 common shares were entitled to vote as of March  2, 2020, the record date for the Annual Meeting. There were 118,400,384 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

101,026,803

4,701,122

131,540

Stanford J. Alexander

103,889,140

1,832,367

137,958

Shelaghmichael C. Brown

78,660,919

25,440,585

1,757,961

Stephen A. Lasher

96,781,391

8,942,525

135,549

Thomas L. Ryan

54,385,080

51,334,240

140,145

Douglas W. Schnitzer

81,917,012

23,807,479

134,974

C. Park Shaper

101,437,395

4,286,326

135,744

Marc J. Shapiro

81,553,471

24,173,249

132,745

There were 12,540,919 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

114,858,464

AGAINST

3,357,175

ABSTAIN

184,745

(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 2020 Proxy Statement, as follows:

FOR

91,390,275

AGAINST

14,028,527

ABSTAIN

440,663

BROKER NON-VOTES

12,540,919

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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, 2020

WEINGARTEN REALTY INVESTORS

By:

/s/ Joe D. Shafer

Joe D. Shafer

Senior Vice President/

Chief Accounting Officer

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