0001104659-11-024934.txt : 20110502 0001104659-11-024934.hdr.sgml : 20110502 20110502165850 ACCESSION NUMBER: 0001104659-11-024934 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110427 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110502 DATE AS OF CHANGE: 20110502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: General Growth Properties, Inc. CENTRAL INDEX KEY: 0001496048 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 272963337 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 11801571 BUSINESS ADDRESS: STREET 1: 110 N. WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-960-5000 MAIL ADDRESS: STREET 1: 110 N. WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: New GGP, Inc. DATE OF NAME CHANGE: 20100706 8-K 1 a11-11264_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

April 27, 2011

Date of Report (Date of earliest event reported)

 

General Growth Properties, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-34948

 

27-2963337

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

110 N. Wacker Drive, Chicago, Illinois

 

60606

(Address of principal executive offices)

 

(Zip Code)

 

(312) 960-5000

(Registrant’s telephone number, including area code)

 

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))

 

 

 


 

Item 5.07. Submission of Matters to a Vote of Security Holders

 

On April 27, 2011, General Growth Properties, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”). During the Annual Meeting, our stockholders were asked to consider and vote upon the proposals described in detail in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the SEC on March 15, 2011.  The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:

 

Proposal 1—Election of Directors

 

All nine of the nominees for director were elected to serve for a term which expires at our 2012 annual meeting of stockholders and until their respective successors are duly elected and qualified, by the votes set forth in the table below.

 

Nominee

 

Voted For

 

Withheld

 

Broker Non-Votes

 

Richard B. Clark

 

767,831,350

 

228,229

 

88,286,716

 

Mary Lou Fiala

 

767,023,944

 

1,035,635

 

88,286,716

 

Bruce J. Flatt

 

767,842,041

 

217,538

 

88,286,716

 

John K. Haley

 

764,931,597

 

3,127,982

 

88,286,716

 

Cyrus Madon

 

767,790,429

 

269,150

 

88,286,716

 

Sandeep Mathrani

 

738,607,120

 

29,452,459

 

88,286,716

 

David J. Neithercut

 

767,031,915

 

1,027,664

 

88,286,716

 

Sheli Z. Rosenberg

 

733,235,944

 

34,823,635

 

88,286,716

 

John G. Schreiber

 

767,636,626

 

422,953

 

88,286,716

 

 

Proposal 2—Ratification of the Selection of Independent Registered Public Accounting Firm

 

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011 was ratified by the stockholders by the votes set forth in the table below.

 

Voted For

 

Voted Against

 

Abstain

 

855,341,305

 

834,483

 

170,507

 

 

Proposal 3—Advisory Vote on Executive Compensation

 

The stockholders approved, on an advisory basis, the compensation of our named executive directors by the votes set forth in the table below.

 

Voted For

 

Voted Against

 

Abstain

 

Broker Non-Votes

 

757,918,104

 

9,758,084

 

383,391

 

88,286,716

 

 

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Proposal 4—Frequency of Periodic Advisory Votes on Executive Compensation

 

The following votes were cast on the frequency of future advisory votes on executive compensation.

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-Votes

 

748,774,202

 

535,957

 

18,259,083

 

490,337

 

88,286,716

 

 

In accordance with the voting results on this proposal, the Company determined that the advisory vote on executive compensation would be held every year until the next vote on the frequency of such advisory votes.  A stockholder vote on the frequency of stockholder votes on the compensation of executives is required to be held at least once every six years.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

GENERAL GROWTH PROPERTIES, INC.

 

 

 

 

 

/s/ Andrew J. Perel

 

Name:

Andrew J. Perel

 

Title:

Executive Vice President, General Counsel and Secretary

Date: May 2, 2011

 

 

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