Current Report Filing (8-k)
01 Mai 2023 - 10:11PM
Edgar (US Regulatory)
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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) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 2023
RPT Realty
(Exact name of registrant as specified in its Charter)
| | | | | | | | | | | | | | | | | |
| Maryland | | 1-10093 | | 13-6908486 |
| (State of other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S Employer Identification No.) |
| | | | | | | | | | | | | | |
| 19 W 44th Street, | Suite 1002 | | | |
| New York, | New York | | 10036 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 221-1261
Not applicable
(Former name or former address, if changed since last report)
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))
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 Shares of Beneficial Interest, ($0.01 Par Value Per Share) | | RPT | | New York Stock Exchange |
| 7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest ($0.01 Par Value Per Share) | | RPT.PRD | | New 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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders of RPT Realty (the “Company”) held on April 27, 2023, the shareholders of the Company: (1) elected the seven trustee nominees to serve until the annual meeting of shareholders in 2024 and until their successors are duly elected and qualify; (2) ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023; (3) approved, on an advisory basis, the compensation of our named executive officers; and (4) approved, on an advisory basis, the frequency that the Company will seek an advisory vote on the compensation of our named executive officers. Votes representing approximately 93.3% of our outstanding shares were cast. The results of the voting are shown below.
Proposal 1 – Election of Trustees
| | | | | | | | | | | | | | | | | | | | |
| Nominees | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Richard L. Federico | | 76,439,805 | | 1,692,180 | | 2,670,653 |
| Arthur H. Goldberg | | 73,271,839 | | 4,860,146 | | 2,670,653 |
| Brian L. Harper | | 76,432,012 | | 1,699,973 | | 2,670,653 |
| Joanna T. Lau | | 76,547,691 | | 1,584,294 | | 2,670,653 |
| David J. Nettina | | 75,026,950 | | 3,105,035 | | 2,670,653 |
| Laurie M. Shahon | | 75,954,155 | | 2,177,830 | | 2,670,653 |
| Andrea M. Weiss | | 75,862,256 | | 2,269,729 | | 2,670,653 |
| | | | | | |
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 80,289,173 | | 488,773 | | 24,692 | | — |
| | | | | | |
Proposal 3 – Approval (on an advisory basis) of Named Executive Officer Compensation
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 74,531,809 | | 3,562,308 | | 37,868 | | 2,670,653 |
| | | | | | |
Proposal 4 – Approval (on an advisory basis) on the frequency of future non-binding advisory votes of Named Executive Officer Compensation
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| One Year | | Two Years | | Three Years | | Abstentions | | Broker Non-Votes |
| 75,456,802 | | 24,077 | | 2,623,811 | | 27,295 | | 2,670,653 |
| | | | | | | | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | |
| Exhibit No. | Description |
| |
| *104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| |
| *Filed herewith. | |
SIGNATURES
Pursuant to the requirements 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.
| | | | | | | | | | | |
| | RPT REALTY |
| | |
| | |
| Date: | May 1, 2023 | By: /s/ MICHAEL P. FITZMAURICE |
| | Michael P. Fitzmaurice |
| | Executive Vice President and Chief Financial Officer |
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