Date of report (date of earliest event reported):
|
|
|
|
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(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
||||||
|
|||||||
|
|||||||
|
|
||||||
(Address of Principal Executive Office)
|
(Zip Code)
|
||||||
Registrant’s Telephone Number, Including Area Code:
|
(
|
|
|
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))
|
Trading
|
Name of each exchange
|
|
Title of each class
|
Symbol
|
on which registered
|
|
|
|
|
|
|
|
|
(1) |
Merger Agreement Proposal. The proposal to adopt and approve
the Merger Agreement and the Mergers.
|
(2) |
Advisory Compensation Proposal. The non-binding, advisory
proposal to approve compensation that may become payable to the named executive officers of the Company in connection with the Mergers.
|
(3) |
Adjournment Proposal. The proposal to approve an adjournment
of the Special Meeting, even if a quorum is present, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement Proposal.
|
(1) |
Merger Agreement Proposal:
|
The total number of shares of the Taubman voting stock entitled to vote on the Merger Agreement Proposal were voted as follows:
|
|||||
For
|
Against
|
Abstain
|
|||
70,220,862
|
5,271
|
106,773
|
|||
The total number of shares of the Taubman Series B preferred stock entitled to vote on the Merger Agreement Proposal were voted as follows:
|
|||||
For
|
Against
|
Abstain
|
|||
24,238,110
|
0
|
0
|
|||
The total number of shares of the Taubman voting stock entitled to vote on the Merger Agreement Proposal, excluding the shares of Taubman voting
stock owned of record or beneficially by the Taubman family members were voted as follows:
|
|||||
For
|
Against
|
Abstain
|
|||
44,309,103
|
5,271
|
106,773
|
(2) |
Advisory Compensation Proposal:
|
For
|
Against
|
Abstain
|
|||
68,348,971
|
1,835,516
|
148,419
|
(3) |
Adjournment Proposal:
|
For
|
Against
|
Abstain
|
|||
66,876,627
|
3,337,252
|
119,027
|
Exhibit No.
|
Description of Exhibit
|
|
Press Release, dated December 28, 2020.
|
||
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
Date:
|
December 28, 2020
|
TAUBMAN CENTERS, INC.
|
|
By:
|
/s/ Simon J. Leopold | ||
Simon J. Leopold
|
|||
Executive Vice President and Chief Financial Officer
|