8-K 1 form8k04222019-proxysolici.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 22, 2019
 
TAUBMAN CENTERS, INC.
(Exact Name of Registrant as Specified in its Charter)
 
 
Michigan
(State of Other Jurisdiction of Incorporation)
 
 
 
1-11530
38-2033632
 
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
 
 
200 East Long Lake Road, Suite 300,
Bloomfield Hills, Michigan

48304-2324
 
(Address of Principal Executive Office)
(Zip Code)
 
 
 
Registrant’s Telephone Number, Including Area Code: (248) 258-6800
 
 
 
None
 
(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)
 
 
þ
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     o


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.                                                  o
    




Item 8.01.    OTHER EVENTS

On April 22, 2019, Taubman Centers, Inc. (the Company) issued a press release announcing the nomination of Michelle J. Goldberg to stand for election to the Company's Board at the 2019 Annual Meeting of Shareholders. In addition to Ms. Goldberg, the incumbent directors whose terms expire this year and are being nominated to stand for re-election to one-year terms are Mayree C. Clark, Michael J. Embler, Janice L. Fields, Nancy Killefer and Ronald W. Tysoe. Current director Jonathan Litt, the Founder and Chief Investment Officer of Land & Buildings Investment Management, will conclude his director service at the 2019 Annual Meeting and not stand for re-election. Further details regarding the Company’s director candidates and related matters will be included in the Company’s proxy statement, which is expected to be filed on or about April 30, 2019. The 2019 Annual Meeting has been scheduled to be held on May 30, 2019.

A copy of the press release is attached as Exhibit 99 to this report and is incorporated herein by reference.


Item 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits


























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.


Date: April 22, 2019
TAUBMAN CENTERS, INC.
 
 
 
 
By:
/s/ Simon J. Leopold
 
 
Simon J. Leopold
 
 
Executive Vice President, Chief Financial Officer, and Treasurer