Howard Hughes : Submission of Matters to a Vote of Security Holders - Form 8-K

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 25, 2023

THE HOWARD HUGHES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)

001-34856 (Commission File Number)

36-4673192 (IRS employer identification number)

9950 Woodloch Forest Drive, Suite 1100

The Woodlands, Texas77380

(Address of principal executive offices)

Registrant's telephone number, including area code: [phone]

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 per share		HHC		New York Stock Exchange

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))

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.

At the annual meeting of stockholders of The Howard Hughes Corporation, a Delaware corporation (the "Company"), held on May 25, 2023, the stockholders elected the Company's Board of Directors (the "Board") and voted upon two Board proposals contained within the Company's Proxy Statement, dated April 10, 2023.

The Board nominees were elected with the following vote:

Nominee		For			Against			Abstentions			Broker Non- Votes
William Ackman			41,819,854				1,120,903				17,237				2,518,103
David Eun			42,729,594				199,860				28,540				2,518,103
Adam Flatto			42,061,643				867,666				28,685				2,518,103
Beth Kaplan			37,877,708				5,052,635				27,651				2,518,103
Allen Model			42,487,541				442,302				28,151				2,518,103
David O'Reilly			42,610,434				318,754				28,806				2,518,103
R. Scot Sellers			42,499,229				430,936				27,829				2,518,103
Seven Shepsman			42,063,719				866,441				27,834				2,518,103
Mary Ann Tighe			42,392,633				537,288				28,073				2,518,103
Anthony Williams			42,380,686				548,021				29,287				2,518,103

The stockholders voted on the following proposals and cast their votes as described below:

Proposal		For			Against			Abstentions			Broker Non- Votes
An advisory (non-binding) vote to approve the compensation of the Company's named executive officers			42,531,512				237,791				188,691				2,518,103

Proposal		1 Year			2 Years			3 Years			Abstentions			Broker Non-Votes
An advisory (non-binding) vote on the frequency of advisory votes on executive compensation			41,181,537				2,930				1,728,866				44,661				2,518,103

Proposal

For

Against

Abstentions

A vote to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal 2023

45,459,100

9,470

7,527

SIGNATURE

Pursuant to the requirements of Section 12 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.

Dated: May 26, 2023

	THE HOWARD HUGHES CORPORATION
	By:	/s/ David O'Reilly
		Name:	David O'Reilly
		Title:	Chief Executive Officer