8-K
Veris Residential, Inc. (VRE)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OFTHE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 15, 2023 (June 14, 2023 )
VERIS RESIDENTIAL, INC.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 1-13274 | 22-3305147 |
|---|---|---|
| (State<br> or Other Jurisdiction<br> of Incorporation) | (Commission<br> File Number) | (IRS<br> Employer<br> Identification No.) |
Harborside3**, 210 Hudson St.** , Ste.400
JerseyCity**, New Jersey**
07311
(Address of Principal Executive Offices) (Zip Code)
(732
)
590-1010
(Registrant’s telephone number, including area code)
VERIS
RESIDENTIAL, L.P.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 333-57103 | 22-3315804 |
|---|---|---|
| (State<br> or Other Jurisdiction<br> of Incorporation) | (Commission<br> File Number) | (IRS<br> Employer<br> Identification No.) |
Harborside3**, 210Hudson St.** , Ste.400
JerseyCity**, NewJersey**
07311
(Address of Principal Executive Offices) (Zip Code)
(732
)
590-1010
(Registrant’s telephone number, including area code)
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):
| ¨ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br> 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<br><br> registered |
|---|---|---|
| Common<br> Stock, par value $0.01 | VRE | New<br> 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. ¨
| Co-Registrant CIK | 0001067063 |
|---|---|
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2023-6-14 |
| Co-Registrant Written Communications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant PreCommencement Issuer Tender Offer | false |
Item5.07 Submission of Matters to a Vote of Security Holders.
(a) On June 14, 2023, Veris Residential, Inc. (the “Company”), the general partner of Veris Residential, L.P. through which the Company conducts its business, held the 2023 annual meeting of the Company’s stockholders (the “Annual Meeting”) to (i) elect nine members of the Board, (ii) hold a non-binding advisory vote to approve the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting, (iii) hold a non-binding advisory vote on the frequency of the advisory stockholder vote on the compensation of our named executive officers, (iv) ratify the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, and (v) approve amendments to the Company’s charter to eliminate the supermajority voting and cause requirements for the removal of directors.
(b) At the Annual Meeting, the Company’s stockholders elected the following nine directors, each to serve a one-year term ending at the Company’s annual meeting of stockholders to be held in 2024 and until their respective successors are elected and qualified:
| For | Withheld | Broker<br> <br>Non-Votes | ||||
|---|---|---|---|---|---|---|
| Frederic Cumenal | 77,608,280 | 1,487,055 | 7,416,188 | |||
| Ronald M. Dickerman | 79,015,221 | 80,114 | 7,416,188 | |||
| Tammy K. Jones | 78,389,099 | 706,236 | 7,416,188 | |||
| A. Akiva Katz | 78,393,419 | 701,916 | 7,416,188 | |||
| Nori Gerardo Lietz | 78,304,989 | 790,346 | 7,416,188 | |||
| Victor B. MacFarlane | 78,027,415 | 1,067,920 | 7,416,188 | |||
| Mahbod Nia | 78,525,081 | 570,254 | 7,416,188 | |||
| Howard S. Stern | 78,756,197 | 339,138 | 7,416,188 | |||
| Stephanie L. Williams | 78,594,548 | 500,787 | 7,416,188 |
The Company’s stockholders, on a non-binding advisory basis, also voted upon and approved the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting (Number of shares for: 76,389,855, Number of shares against: 2,678,670, Number of shares abstained: 26,810, Number of Broker Non-Votes: 7,416,188).
The Company’s stockholders, on a non-binding advisory basis, also voted upon and selected one year as the frequency for holding future advisory votes on the compensation of the Company’s named executive officers (Number of shares voted for one year: 77,153,288, Number of shares voted for two years: 7,293, Number of shares voted for three years: 1,915,305, Number of shares abstained: 19,449, Number of broker non-votes: 7,416,188). In light of these voting results, the Company will continue to include a nonbinding stockholder advisory vote on named executive officer compensation in the Company’s proxy materials every year. The Board of Directors of the Company may, in its discretion, determine to change the frequency with which the Company holds this vote.
The Company’s stockholders also voted upon and approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (Number of shares for: 85,155,735, Number of shares against: 1,329,309, Number of shares abstained: 26,479).
The Company’s stockholders also voted upon and approved amendments to the Company’s charter to eliminate the supermajority voting and cause requirements for the removal of directors (Number of shares voted for: 78,585,251, Number of shares voted against: 493,321, Number of shares abstained: 16,763, Number of broker non-votes: 7,416,188).
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits
| Exhibit Number<br><br> <br>**** | Exhibit Title<br><br> <br>**** |
|---|---|
| 104.1 | The cover page from this Current Report on Form 8-K,<br> formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VERIS RESIDENTIAL, INC. | |||
|---|---|---|---|
| Dated: June 15, 2023 | By: | /s/<br> Taryn Fielder | |
| Taryn Fielder | |||
| General Counsel and Secretary | |||
| VERIS RESIDENTIAL, L.P. | |||
| By: | Veris Residential, Inc. | ||
| its general partner | |||
| Dated: June 15, 2023 | By: | /s/ Taryn Fielder | |
| Taryn Fielder | |||
| General Counsel and Secretary |