0000828916-17-000017.txt : 20170425 0000828916-17-000017.hdr.sgml : 20170425 20170425145149 ACCESSION NUMBER: 0000828916-17-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170424 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170425 DATE AS OF CHANGE: 20170425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEINGARTEN REALTY INVESTORS /TX/ CENTRAL INDEX KEY: 0000828916 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 741464203 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09876 FILM NUMBER: 17780859 BUSINESS ADDRESS: STREET 1: 2600 CITADEL PLAZA DR STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77292 BUSINESS PHONE: 7138666000 MAIL ADDRESS: STREET 1: PO BOX 924133 CITY: HOUSTON STATE: TX ZIP: 77292-4133 8-K 1 wri-20170424x8kshareholder.htm 8-K Document

 
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 24, 2017

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)
(I.R.S. Employer
Identification Number)
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):
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))
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 24, 2017, Weingarten Realty Investors (“the Company”) held its 2017 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 128,320,984 shares of the Company’s common shares of beneficial interest (“common shares”) were entitled to vote as of March 3, 2017, the record date for the Annual Meeting. There were 121,406,288 common shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on four 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 nine nominees to the Board of Trust Managers to serve until their successors have been elected and qualified, as follows:
TRUST MANAGER
 
FOR
 
WITHHELD
Andrew M. Alexander
 
103,784,678
 
808,584
Stanford Alexander
 
102,490,105
 
2,103,157
Shelaghmichael Brown
 
98,663,516
 
5,929,746
James W. Crownover
 
102,202,928
 
2,390,334
Stephen A. Lasher
 
97,851,869
 
6,741,393
Thomas L. Ryan
 
94,855,326
 
9,737,936
Douglas W. Schnitzer
 
97,855,367
 
6,737,895
C. Park Shaper
 
102,857,757
 
1,735,505
Marc J. Shapiro
 
97,730,799
 
6,862,463
There were 16,813,026 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
 
119,756,995
AGAINST
 
1,509,401
ABSTAIN
 
139,892
(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 2017 Proxy Statement, as follows:
FOR
 
97,907,427
AGAINST
 
6,438,928
ABSTAIN
 
246,907
BROKER NON-VOTES
 
16,813,026


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(4)    The shareholders recommended, by non-binding vote, having an annual advisory vote on executive compensation, as follows:
ONE YEAR
 
86,715,732
TWO YEARS
 
160,109
THREE YEARS
 
17,509,491
ABSTAIN
 
207,930
The Company's Board of Trust Managers has determined that the Company will conduct advisory votes to approve the compensation of the Company's executive officers on an annual basis. Accordingly, the Company will include an advisory vote on executive compensation in its proxy materials every year until the next shareholder vote on the frequency of such votes is held, which will be no later than the Company's 2023 Annual Meeting of Shareholders.

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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 25, 2017
 
WEINGARTEN REALTY INVESTORS
 
 
 
 
 
 
 
By:
/s/ Joe D. Shafer
 
 
Joe D. Shafer
 
 
Senior Vice President/
Chief Accounting Officer

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