Alexandria Real Estate Equities, Inc 8-K, filed May 19, 2023
Alexandria Real Estate Equities, Inc. (ARE)
8-K
2023-05-19
For: 2023-05-16
View Original
Added on
April 01, 2026
About this 8-K
Alexandria Real Estate Equities, Inc filed this 8-K on May 19, 2023, reporting on events of May 16, 2023.
Items reported
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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): May 16, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (626 ) 578-0777
N/A
(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:
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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.
Alexandria Real Estate Equities, Inc., a Maryland corporation (“Alexandria” or the "Company"), held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) on May 16, 2023. At the 2023 Annual Meeting, there were present in person or by proxy 157,477,871 shares of Alexandria’s common stock, representing stockholders entitled to cast approximately 91% of the total outstanding eligible votes and constituting a quorum. Set forth below are the voting results for the four proposals considered and voted upon at the 2023 Annual Meeting, all of which proposals were described in the 2023 Proxy Statement.
1. Election of Directors
Alexandria’s stockholders elected, by the votes indicated below, seven persons to serve as directors of Alexandria until its 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualify. The following table sets forth the results of the voting with respect to each candidate:
| Director | For | Against | Abstained | Broker Non-Vote (1) | ||||||||||||||||||||||
| Joel S. Marcus | 135,770,242 | 18,391,727 | 31,295 | 3,284,607 | ||||||||||||||||||||||
| Steven R. Hash | 142,252,589 | 11,909,596 | 31,079 | 3,284,607 | ||||||||||||||||||||||
| James P. Cain | 97,899,089 | 56,255,820 | 38,355 | 3,284,607 | ||||||||||||||||||||||
| Cynthia L. Feldmann | 140,855,061 | 13,308,771 | 29,432 | 3,284,607 | ||||||||||||||||||||||
| Maria C. Freire, Ph.D. | 103,805,760 | 50,350,668 | 36,836 | 3,284,607 | ||||||||||||||||||||||
| Richard H. Klein | 143,527,328 | 10,631,115 | 34,821 | 3,284,607 | ||||||||||||||||||||||
| Michael A. Woronoff | 103,182,123 | 50,973,347 | 37,794 | 3,284,607 | ||||||||||||||||||||||
(1) Broker non-votes represent proxies that are uninstructed on a proposal and submitted by brokers or other nominees who lack discretionary authority to vote on the proposal absent instructions from the beneficial owner of shares of stock.
2. Non-binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
Alexandria’s stockholders voted, on a non-binding, advisory basis, to approve the compensation of its named executive officers, as disclosed in Alexandria’s 2023 Proxy Statement. 132,368,176 votes were cast “for” the approval, 21,781,930 votes were cast “against” the approval, and 43,158 votes abstained. Additionally, there were 3,284,607 broker non-votes for this proposal.
3. Non-binding Advisory Vote to Approve the Frequency of Future Non-binding, Advisory Stockholder Votes on the Compensation of the Company's Named Executive Officers
Alexandria's stockholders voted upon, on a non-binding, advisory basis, the frequency of the future non-binding, advisory stockholder votes on the compensation of the Company's named executive officers, as disclosed in Alexandria's 2023 Proxy Statement. 150,051,050 votes were cast for "one year," 14,455 votes were cast for "two years," 4,100,706 votes were cast for "three years," and 27,053 votes abstained. Additionally, there were 3,284,607 broker non-votes for this proposal.
The results of stockholder vote with respect to the frequency of the advisory vote on executive compensation were consistent with the recommendation of Alexandria's Board of Directors that such vote to be held every year. Accordingly, the Company will hold an annual advisory say-on-pay vote until the next required vote on the frequency of stockholder votes on the compensation of executives.
4. Ratification of Appointment of Independent Public Registered Accountants
Alexandria’s stockholders voted to ratify the appointment of Ernst & Young LLP as Alexandria’s independent registered public accountants for the fiscal year ending December 31, 2023. 148,736,689 votes were cast “for” the ratification, 8,680,887 votes were cast “against” the ratification, and 60,295 votes abstained. There were no broker non-votes for this proposal.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Title | |||||||
| 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.
| ALEXANDRIA REAL ESTATE EQUITIES, INC. | ||||||||
| May 19, 2023 | By: | /s/ Dean A. Shigenaga | ||||||
| Dean A. Shigenaga | ||||||||
| President and Chief Financial Officer | ||||||||