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 9, 2023
Phillips Edison & Company, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Maryland | | 000-54691 | | 27-1106076 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| | | | | | | | |
11501 Northlake Drive Cincinnati, Ohio | | 45249 |
| (Address of principal executive offices) | | (Zip Code) |
| | |
| (513) 554-1110 |
| (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:
☐ 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock
$0.01 par value per share | | PECO | | The Nasdaq Global Select Market |
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.
On May 9, 2023, Phillips Edison & Company, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders: (i) elected all seven directors to serve until the annual meeting in 2024 and until their successors are duly elected and qualified; (ii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers; and (iii) ratified the selection of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2023. The final voting results are below.
Proposal 1: Election of Directors
| | | | | | | | | | | | | | |
| Nominee | For | Against | Abstain | Broker Non-Votes |
| Jeffrey S. Edison | 70,225,434 | | 1,938,405 | | 221,264 | | 21,428,417 | |
| Leslie T. Chao | 70,062,137 | | 2,095,109 | | 227,857 | | 21,428,417 | |
| Elizabeth O. Fischer | 66,996,205 | | 5,164,901 | | 223,997 | | 21,428,417 | |
| Stephen R. Quazzo | 71,333,334 | | 819,034 | | 232,735 | | 21,428,417 | |
| Jane E. Silfen | 71,728,186 | | 435,185 | | 221,732 | | 21,428,417 | |
| John A. Strong | 70,702,587 | | 1,441,227 | | 241,289 | | 21,428,417 | |
| Gregory S. Wood | 71,707,724 | | 431,955 | | 245,424 | | 21,428,417 | |
Proposal 2: Say on Pay
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 68,906,184 | 2,845,624 | 633,295 | 21,428,417 |
Proposal 3: Ratification of Auditor
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 92,900,707 | 523,100 | 389,713 | N/A |
Item 7.01 Regulation FD Disclosure.
The Board of Directors of the Company approved distributions for May, June, and July 2023 to its stockholders of record as of May 19, 2023; June 15, 2023; and July 17, 2023, respectively, equal to a monthly amount of $0.0933 per share. The Company’s May, June, and July 2023 distributions are expected to be paid on June 1, 2023; July 3, 2023; and August 1, 2023, respectively. Operating partnership unit holders receive distributions at the same rate as common stockholders, subject to the required tax withholding.
On May 9, 2023, the Company issued a press release announcing the declaration of the May, June, and July 2023 distributions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission (“SEC”), and shall not be deemed to be “filed” with the SEC for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any other filing with the SEC except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Description of Exhibit |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL) |
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.
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| | | |
| | PHILLIPS EDISON & COMPANY, INC. |
| | | |
| Dated: May 9, 2023 | By: | /s/ Jennifer L. Robison |
| | | Jennifer L. Robison |
| | | Chief Accounting Officer and Senior Vice President
(Principal Accounting Officer) |
