8-K
Hudson Pacific Properties, Inc. (HPP)
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 20, 2021
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Hudson Pacific Properties, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-34789 | 27-1430478 |
|---|---|---|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 11601 Wilshire Blvd., Ninth Floor | 90025 | |
| --- | --- | --- |
| Los Angeles, | California | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (310) 445-5700
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:
| ☐ | 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, $0.01 par value | HPP | New York Stock Exchange |
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.
(a)The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 20, 2021 at 9:00 a.m. (Pacific Time).
(b)The voting results from the Company’s Annual Meeting were as follows:
1.Each of the following ten directors was elected to the Company’s Board to serve until the next annual meeting of stockholders in 2022 or until their respective successors are elected and qualified, and received the number of votes set forth below. For each director, there were 5,833,523.00 broker non-votes.
| Name | For | Against | Abstain |
|---|---|---|---|
| Victor J. Coleman | 109,902,508.90 | 21,756,217.00 | 126,154.00 |
| Theodore R. Antenucci | 130,371,974.90 | 1,379,413.00 | 33,492.00 |
| Karen Brodkin | 131,453,376.90 | 299,165.00 | 32,338.00 |
| Richard B. Fried | 125,769,338.90 | 5,982,199.00 | 33,342.00 |
| Jonathan M. Glaser | 130,391,755.90 | 1,360,349.00 | 32,775.00 |
| Robert L. Harris II | 125,054,237.90 | 6,697,303.00 | 33,339.00 |
| Christy Haubegger | 131,239,008.90 | 513,530.00 | 32,341.00 |
| Mark D. Linehan | 130,342,901.90 | 1,408,639.00 | 33,339.00 |
| Barry A. Porter | 90,935,889.90 | 40,815,648.00 | 33,342.00 |
| Andrea Wong | 83,711,061.90 | 48,041,447.00 | 32,341.00 |
2.The Second Amended and Restated Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010 Incentive Award Plan was approved by a vote of 80,148,115.90 shares in favor, 51,570,209.00 shares against, and 66,555.00 shares abstaining. There were 5,833,523.00 broker non-votes.
3.The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year was approved by a vote of 132,349,448.90 shares in favor, 5,189,037.00 shares against, and 32,387.00 shares abstaining. There were no broker non-votes.
4.An advisory resolution approving the Company’s executive compensation was approved by a vote of 97,864,030.90 shares in favor, 33,434,452.00 shares against, and 486,397.00 shares abstaining. There were 5,833,523.00 broker non-votes.
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.
| HUDSON PACIFIC PROPERTIES, INC. | |||
|---|---|---|---|
| Date: | May 24, 2021 | By: | /s/ Mark T. Lammas |
| Mark T. Lammas<br>President |