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 03, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
Registrant's telephone number including area code: 301 /998-8100
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 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:
Federal Realty Investment Trust | ||||||||
| Title of Each Class | Trading Symbol | Name of Each Exchange On Which Registered | ||||||
| $.01 par value per share, with associated Common Share Purchase Rights | ||||||||
| of 5.00% Series C Cumulative Redeemable Preferred Stock, $.01 par value per share | ||||||||
Federal Realty OP LP | ||||||||
| Title of Each Class | Trading Symbol | Name of Each Exchange On Which Registered | ||||||
| None | N/A | N/A | ||||||
| Indicate by check mark whether the registrant is an emerging growth company, as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. | ||||||||
Federal Realty Investment Trust Yes | Federal Realty OP LP Yes | |||||||
| If an emerging growth company, indicate by checkmark if the registrant has elected not 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. | ||||||||
| Federal Realty Investment Trust ☐ | Federal Realty OP LP ☐ | |||||||
Item 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of shareholders of Federal Realty Investment Trust was held on May 3, 2023. The following table sets forth the matters presented for a vote by the shareholders and the voting results with respect to such matters:
| Matter | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Proposal 1: Election of Trustees | ||||||||||||||||||||||||||
| David W. Faeder | 68,246,275 | 2,496,048 | 34,051 | 3,993,626 | ||||||||||||||||||||||
| Elizabeth I. Holland | 69,432,517 | 1,316,491 | 27,366 | 3,993,626 | ||||||||||||||||||||||
| Nicole Y. Lamb-Hale | 70,558,575 | 188,636 | 29,163 | 3,993,626 | ||||||||||||||||||||||
| Thomas A. McEachin | 70,552,648 | 193,493 | 30,233 | 3,993,626 | ||||||||||||||||||||||
| Anthony P. Nader, III | 70,484,049 | 261,011 | 31,314 | 3,993,626 | ||||||||||||||||||||||
| Gail P. Steinel | 68,072,835 | 2,674,903 | 28,636 | 3,993,626 | ||||||||||||||||||||||
| Donald C. Wood | 70,495,984 | 249,692 | 30,697 | 3,993,626 | ||||||||||||||||||||||
| Proposal 2: Advisory vote on the compensation of our named executive officers | 66,615,584 | 4,055,767 | 105,023 | 3,993,626 | ||||||||||||||||||||||
| Proposal 4: Advisory vote to amend the Company's Declaration of Trust to increase the number of authorized Common Shares | 72,887,758 | 1,776,947 | 105,294 | 0 | ||||||||||||||||||||||
| Proposal 5: Ratification of the appointment of Grant Thornton LLP as the Trust’s independent registered public accounting firm for the year ending December 31, 2023 | 72,308,748 | 2,416,432 | 44,820 | 0 | ||||||||||||||||||||||
Proposal 3: Advisory vote on the frequency of the shareholders' advisory vote on compensation of our named executive officers
| 1 Year | 1 Year | 1 Year | Abstain | Broker Non-Vote | ||||||||||||||||||||||
| 69,062,387 | 31,929 | 1,620,383 | 61,675 | 3,993,626 | ||||||||||||||||||||||
In light of the advisory vote described in Proposal 3 above, the Board of Trustees has decided to include the shareholders’ advisory vote on compensation of our named executive officers in our proxy materials on an annual basis until the next advisory vote on the frequency of the shareholder vote on compensation of our named executive officers. In addition, based on the results of the advisory vote described in Proposal 4 above, the Board of Trustees has approved amending the Company’s Amended and Restated Declaration of Trust, as currently in effect, to increase the number of authorized common shares of beneficial interest from 100 million to 200 million, as described in the Company’s definitive proxy statement for the annual meeting, and the Company intends to file an amendment with the Maryland State Department of Assessments and Taxation to effectuate that change.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| FEDERAL REALTY INVESTMENT TRUST | |||||||||||
| FEDERAL REALTY OP LP | |||||||||||
| Date: | May 5, 2023 | /s/ Dawn M. Becker | |||||||||
| Dawn M. Becker | |||||||||||
| Executive Vice President- | |||||||||||
| General Counsel and Secretary | |||||||||||