UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
As described below in Item 5.07 of this Current Report on Form 8-K, on May 17, 2024 at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Easterly Government Properties, Inc. (the “Company”), the stockholders of the Company approved the Easterly Government Properties, Inc. 2024 Equity Incentive Plan (the “2024 Plan”). The 2024 Plan replaced the Company’s 2015 Equity Incentive Plan, as last amended on May 9, 2017 (the “Prior Plan”), and upon effectiveness of the 2024 Plan no awards may be granted under the Prior Plan. The 2024 Plan is designed to enhance the flexibility to grant equity awards to the Company’s officers, employees, non-employee directors, and consultants and to ensure that the Company can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Company’s board of directors (the “Board”) and/or the compensation committee of the Board (the “Compensation Committee”).
The material features of the 2024 Plan are as follows:
The 2024 Plan previously had been approved, subject to stockholder approval, by the Board on April 3, 2024. The 2024 Plan became effective upon receipt of stockholder approval on May 17, 2024 at the Annual Meeting.
All officers, employees, non-employee directors, and consultants of the Company, the Company’s operating partnership and their subsidiaries as selected from time to time by the Compensation Committee are eligible to participate in the 2024 Plan.
A detailed summary of the material features of the 2024 Plan is set forth in proposal 4 to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 5, 2024. That detailed summary of the 2024 Plan and the foregoing description are qualified in their entirety by reference to the full text of the 2024 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 17, 2024, the Company held the Annual Meeting, at which the stockholders voted on the proposals as follows:
Proposal No. 1: The election of seven director nominees, each to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.
Nominee |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
Darrell W. Crate |
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74,135,521 |
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885,289 |
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126,638 |
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15,226,655 |
William H. Binnie |
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68,114,411 |
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6,908,442 |
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124,595 |
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15,226,655 |
Michael P. Ibe |
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74,083,027 |
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939,262 |
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125,159 |
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15,226,655 |
Cynthia A. Fisher |
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59,109,102 |
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15,913,878 |
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124,468 |
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15,226,655 |
Scott D. Freeman |
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72,551,322 |
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2,469,617 |
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126,509 |
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15,226,655 |
Emil W. Henry, Jr. |
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68,653,723 |
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6,364,987 |
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128,738 |
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15,226,655 |
Tara S. Innes |
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72,525,412 |
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2,499,549 |
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122,487 |
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15,226,655 |
Proposal No. 2: Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.
For |
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Against |
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Abstain |
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Broker Non-Votes |
59,321,826 |
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15,566,183 |
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259,439 |
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15,226,655 |
Proposal No. 3: Recommendation, on a non-binding advisory basis, of the frequency of non-binding advisory votes on the compensation of the Company’s named executive officers.
The Company currently intends to hold an advisory vote on the compensation of its named executive officers every year until the next required advisory vote on the frequency of holding the advisory vote on named executive officer compensation.
1 Year |
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2 Years |
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3 Years |
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Abstain |
73,351,205 |
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130,237 |
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1,453,587 |
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212,419 |
Proposal No. 4: Approval of the 2024 Plan.
For |
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Against |
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Abstain |
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Broker Non-Votes |
70,400,669 |
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4,492,413 |
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254,366 |
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15,226,655 |
Proposal No. 5: Ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
For |
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Against |
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Abstain |
87,328,272 |
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2,819,193 |
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226,638 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number |
Description |
10.1 |
Easterly Government Properties, Inc. 2024 Equity Incentive Plan |
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104 |
Cover Page Interactive Data File (embedded within the inline XBRL document.) |
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.
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EASTERLY GOVERNMENT PROPERTIES, INC. |
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By: |
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/s/ Franklin V. Logan |
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Name: |
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Franklin V. Logan |
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Title: |
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Executive Vice President, General Counsel and Secretary |
Date: May 21, 2024