Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below in Item 5.07 of this Current Report on Form 8-K, onApril 27, 2022 ,Brixmor Property Group Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting") at which the Company's stockholders approved theBrixmor Property Group Inc. 2022 Omnibus Incentive Plan (the "2022 Incentive Plan"), which will replace theBrixmor Property Group Inc. 2013 Omnibus Incentive Plan. The Board of Directors of the Company (the "Board") approved the 2022 Incentive Plan onFebruary 1, 2022 . A description of the material terms of the 2022 Incentive Plan is set forth in the Company's definitive proxy statement on Schedule 14A filed with theSecurities and Exchange Commission onMarch 15, 2022 (the "Proxy Statement"), which is incorporated herein by reference. The description of the 2022 Incentive Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2022 Incentive Plan, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
OnApril 27, 2022 , the Company held the Annual Meeting. At the Annual Meeting, stockholders voted on the matters disclosed in the Proxy Statement. The final voting results for the matters submitted to a vote of stockholders were as follows:
Item 1 - Election of Directors
At the Annual Meeting, the Company's stockholders elected the nine persons listed below as directors to serve until the Company's 2023 annual meeting of stockholders or until their respective successors are duly elected and qualified: Votes Cast For Votes Cast Against Abstentions Broker Non-Votes James M. Taylor Jr. 274,135,522 1,512,895 71,037 5,312,091 John G. Schreiber 272,240,189 3,404,191 75,072 5,312,093 Michael Berman 273,963,789 1,680,645 75,019 5,312,092 Julie Bowerman 272,587,048 3,059,925 72,480 5,312,092 Sheryl M. Crosland 274,348,772 1,298,304 72,377 5,312,092 Thomas W. Dickson 274,316,182 1,327,726 75,546 5,312,091 Daniel B. Hurwitz 274,111,468 1,532,400 75,583 5,312,094 Sandra A. J. Lawrence 270,696,046 4,950,917 72,491 5,312,091 William D. Rahm 271,967,878 3,676,131 75,443 5,312,093
Item 2 - Ratification of Appointment of
The Company's stockholders ratified the appointment of
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 280,543,473 403,248 84,824 0
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Item 3 - Non-Binding Vote on Executive Compensation
The Company's stockholders approved, on a non-binding advisory basis, a resolution to approve the compensation paid to the Company's named executive officers as disclosed in the Proxy Statement.
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 268,228,273 7,330,828 160,351 5,312,093
Item 4 - Approval of the 2022 Incentive Plan
The Company's stockholders approved the 2022 Incentive Plan.
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 269,085,571 6,553,322 80,559 5,312,093 Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are attached to this Current Report on Form 8-K
10.1
104 Cover Page Interactive Data File (embedded within
the Inline XBRL document)
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