Current Report Filing (8-k)
15 Junho 2023 - 5:36PM
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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):
June 15, 2023 (June 14, 2023)
VERIS RESIDENTIAL, INC.
(Exact Name of Registrant as Specified in Charter)
Maryland |
|
1-13274 |
|
22-3305147 |
(State
or Other Jurisdiction of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
Harborside
3, 210 Hudson St., Ste.
400
Jersey
City, New Jersey 07311
(Address of Principal Executive Offices) (Zip
Code)
(732)
590-1010
(Registrant’s telephone number, including
area code)
VERIS
RESIDENTIAL, L.P.
(Exact Name of Registrant as Specified in Charter)
Delaware |
|
333-57103 |
|
22-3315804 |
(State
or Other Jurisdiction of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
Harborside
3, 210
Hudson St., Ste.
400
Jersey
City, New
Jersey 07311
(Address of Principal Executive Offices) (Zip
Code)
(732)
590-1010
(Registrant’s telephone number, including
area code)
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:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
Common
Stock, par value $0.01 |
|
VRE |
|
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. ¨
Co-Registrant CIK |
0001067063 |
Co-Registrant Amendment Flag |
false |
Co-Registrant Form Type |
8-K |
Co-Registrant DocumentPeriodEndDate |
2023-6-14 |
Co-Registrant Written Communications |
false |
Co-Registrant Solicitating Materials |
false |
Co-Registrant PreCommencement Tender Offer |
false |
Co-Registrant PreCommencement Issuer Tender Offer |
false |
Item
5.07 Submission of Matters to a Vote of Security Holders.
(a) On
June 14, 2023, Veris Residential, Inc. (the “Company”), the general partner of Veris Residential, L.P. through
which the Company conducts its business, held the 2023 annual meeting of the Company’s stockholders (the “Annual Meeting”)
to (i) elect nine members of the Board, (ii) hold a non-binding advisory vote to approve the compensation of the Company’s
named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting, (iii) hold a non-binding advisory
vote on the frequency of the advisory stockholder vote on the compensation of our named executive officers, (iv) ratify the appointment
of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, and (v) approve
amendments to the Company’s charter to eliminate the supermajority voting and cause requirements for the removal of directors.
(b) At
the Annual Meeting, the Company’s stockholders elected the following nine directors, each to serve a one-year term ending at the
Company’s annual meeting of stockholders to be held in 2024 and until their respective successors are elected and qualified:
| |
For | | |
Withheld | | |
Broker Non-Votes | |
Frederic Cumenal | |
| 77,608,280 | | |
| 1,487,055 | | |
| 7,416,188 | |
Ronald M. Dickerman | |
| 79,015,221 | | |
| 80,114 | | |
| 7,416,188 | |
Tammy K. Jones | |
| 78,389,099 | | |
| 706,236 | | |
| 7,416,188 | |
A. Akiva Katz | |
| 78,393,419 | | |
| 701,916 | | |
| 7,416,188 | |
Nori Gerardo Lietz | |
| 78,304,989 | | |
| 790,346 | | |
| 7,416,188 | |
Victor B. MacFarlane | |
| 78,027,415 | | |
| 1,067,920 | | |
| 7,416,188 | |
Mahbod Nia | |
| 78,525,081 | | |
| 570,254 | | |
| 7,416,188 | |
Howard S. Stern | |
| 78,756,197 | | |
| 339,138 | | |
| 7,416,188 | |
Stephanie L. Williams | |
| 78,594,548 | | |
| 500,787 | | |
| 7,416,188 | |
The Company’s
stockholders, on a non-binding advisory basis, also voted upon and approved the compensation of the Company’s named executive officers,
as set forth in the Company’s proxy statement for the Annual Meeting (Number of shares for: 76,389,855, Number of shares against:
2,678,670, Number of shares abstained: 26,810, Number of Broker Non-Votes: 7,416,188).
The
Company’s stockholders, on a non-binding advisory basis, also voted upon and selected one year as the frequency for holding
future advisory votes on the compensation of the Company’s named executive officers (Number of shares voted for one year:
77,153,288, Number of shares voted for two years: 7,293, Number of shares voted for three years: 1,915,305, Number of shares
abstained: 19,449, Number of broker non-votes: 7,416,188). In light of these voting results, the Company will continue to include a
nonbinding stockholder advisory vote on named executive officer compensation in the Company’s proxy materials every year. The
Board of Directors of the Company may, in its discretion, determine to change the frequency with which the Company holds this
vote.
The Company’s
stockholders also voted upon and approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2023 (Number of shares for: 85,155,735, Number of shares
against: 1,329,309, Number of shares abstained: 26,479).
The Company’s
stockholders also voted upon and approved amendments to the Company’s charter to eliminate the supermajority voting and cause requirements
for the removal of directors (Number of shares voted for: 78,585,251, Number of shares voted against: 493,321, Number of shares abstained:
16,763, Number of broker non-votes: 7,416,188).
| Item 9.01 | Financial
Statements and Exhibits |
(d) Exhibits
Exhibit Number
|
|
Exhibit Title
|
104.1 |
|
The cover page from this Current Report on Form 8-K,
formatted in Inline XBRL. |
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
VERIS RESIDENTIAL, INC. |
|
|
Dated: June 15, 2023 |
By: |
/s/
Taryn Fielder |
|
|
Taryn Fielder |
|
|
General Counsel and Secretary |
|
|
|
VERIS RESIDENTIAL, L.P. |
|
|
|
By: |
Veris Residential, Inc. |
|
|
its general partner |
|
|
Dated: June 15, 2023 |
|
By: |
/s/ Taryn Fielder |
|
|
|
Taryn Fielder |
|
|
|
General Counsel and Secretary |
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