Item 5.07 Submission of Matters to a Vote of Security Holders
At the 2020 Annual Meeting of Shareholders held on
•Election of nine director nominees to the Company's Board of Directors, each to
serve until the 2021 annual meeting of shareholders and until his or her
successor has been duly elected and qualified, or until such director's earlier
resignation, retirement or other termination of service (including due to the
consummation of the mergers in connection with the Agreement and Plan of Merger
for Simon Property Group, Inc. to acquire a 100% ownership interest in the
Company and an 80% ownership interest in the
•Ratification of the appointment of
•Approval (on an advisory basis) of the compensation of the Company's named executive officers (Proposal 3).
The results of the voting are shown below*:
Proposal 1 - Election of Directors
Broker Nominees Votes For Votes Withheld Non-Votes Mayree C. Clark 72,167,572 475,617 3,758,066 Michael J. Embler 72,178,349 464,840 3,758,066 Janice L. Fields 72,578,730 64,459 3,758,066 Michelle J. Goldberg 72,577,889 65,300 3,758,066 Nancy Killefer 72,292,549 350,640 3,758,066Cia Buckley Marakovits 72,166,539 476,650 3,758,066 Robert S. Taubman 70,058,576 2,584,613 3,758,066 Ronald W. Tysoe 70,846,159 1,797,030 3,758,066 Myron E. Ullman, III 72,166,174 477,015 3,758,066
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
Votes For Votes Against Abstain 74,911,551 1,468,765 20,939
Proposal 3 - Advisory Vote on Named Executive Officer Compensation
Broker Votes For Votes Against Abstain Non-Votes 71,276,082 1,161,838 205,269 3,758,066
*For Proposal 1, the nine nominees receiving the most votes cast were elected as
directors. Proposals 2 and 3 required the affirmative vote of 66?% of the
outstanding voting shares for approval; the total outstanding voting shares as
of the record date,
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