cuz-202304280000025232false00000252322023-04-282023-04-28
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 28, 2023
Cousins Properties Incorporated
(Exact name of registrant as specified in its charter)
Georgia 001-11312 58-0869052
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)
3344 Peachtree Road NE, Suite 1800, Atlanta, Georgia 30326-4802
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (404) 407-1000
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 Stock, $1 par value per share | | CUZ | | New York Stock Exchange | ("NYSE") |
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-12 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.
As disclosed in the Company's quarterly report on Form 10-Q filed April 27, 2023, the Company held its annual meeting of stockholders on April 24, 2023. Among the matters submitted to a vote of the stockholders was an advisory vote to approve the frequency of future advisory votes on executive compensation, often referred to as "say on pay." The stockholders approved, on an advisory basis, a frequency of every year for future advisory votes to approve the Company's executive compensation ("say on pay"). There were 127,984,525 votes cast for a frequency of every year; 38,635 votes cast for a frequency of every two years; 6,597,390 votes cast for a frequency of every three years; and 395,912 abstentions.
Based on these results, the Board of Directors has determined that the Company will hold say on pay votes every year, until the next required advisory vote on the frequency of say on pay votes.
Item 9.01. Financial Statements and Exhibits.
(a) Exhibits
Exhibit Number Exhibit Description
| | | | | |
| |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 28, 2023
COUSINS PROPERTIES INCORPORATED
Pamela F. Roper
Executive Vice President, General Counsel, and Corporate Secretary