UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below, the stockholders of The Howard Hughes Corporation (the “Company”) voted on May 14, 2020 to approve The Howard Hughes Corporation 2020 Equity Incentive Plan (the “2020 Plan”). The material terms of the 2020 Plan are described in Proposal No. 3 included in the Company's Proxy Statement, dated April 3, 2020, which description does not purport to be complete and is qualified in its entirety by reference to the full text of the 2020 Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of the Company, held on May 14, 2020, the stockholders elected the Company’s Board of Directors (the “Board”) and voted upon three Board proposals contained within the Company’s Proxy Statement, dated April 3, 2020.
The Board nominees were elected with the following vote:
| Nominee | For | Against | Abstentions | Broker Non-Votes | |||||
| William Ackman | 30,359,727 | 2,061,746 | 238,322 | 3,618,040 | |||||
| Adam Flatto | 29,905,941 | 2,393,405 | 360,449 | 3,618,040 | |||||
| Jeffrey Furber | 29,564,546 | 2,734,587 | 360,662 | 3,618,040 | |||||
| Beth Kaplan | 30,918,408 | 1,382,096 | 359,291 | 3,618,040 | |||||
| Paul Layne | 31,788,292 | 632,244 | 239,259 | 3,618,040 | |||||
| Allen Model | 29,904,299 | 2,394,419 | 361,077 | 3,618,040 | |||||
| R. Scot Sellers | 29,190,287 | 3,108,465 | 361,043 | 3,618,040 | |||||
| Steven Shepsman | 29,903,973 | 2,394,962 | 360,860 | 3,618,040 | |||||
| Mary Ann Tighe | 30,368,567 | 1,931,954 | 359,274 | 3,618,040 |
The stockholders voted on the following proposals and cast their votes as described below:
| Proposal | For | Against | Abstentions | Broker Non- Votes |
|||||
| An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers | 29,053,592 | 3,566,989 | 39,214 | 3,618,040 |
| Proposal | For | Against | Abstentions | Broker Non- Votes |
|||||
| A vote to approve The Howard Hughes Corporation 2020 Equity Incentive Plan | 31,190,739 | 1,446,609 | 22,447 | 3,618,040 |
| Proposal | For | Against | Abstentions | ||||||
| A vote to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2020 | 36,198,038 | 73,071 | 6,726 |
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | The Howard Hughes Corporation 2020 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| THE HOWARD HUGHES CORPORATION | |||
| By: | /s/ Peter F. Riley | ||
| Peter F. Riley | |||
| Senior Executive Vice President, Secretary and | |||
| General Counsel | |||
| Date: May 20, 2020 | |||
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