UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 15, 2024
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Hudson Pacific Properties, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-34789 | 27-1430478 | ||||||||||||
| (State or other jurisdiction | (Commission | (IRS Employer | ||||||||||||
| of incorporation) | File Number) | Identification No.) | ||||||||||||
| 11601 Wilshire Blvd., Ninth Floor | |||||||||||
| Los Angeles, | California | 90025 | |||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (310) 445-5700
Not Applicable
(Former name or former address, if changed since last report)
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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 Stock, $0.01 par value | HPP | New York Stock Exchange | ||||||||||||
| 4.750% Series C Cumulative Redeemable Preferred Stock | HPP Pr C | 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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)The Company held its Annual Meeting on May 15, 2024 at 9:00 a.m. (Pacific Time).
(b)The voting results from the Company’s Annual Meeting were as follows:
1.Each of the following ten directors was elected to the Board to serve until the next annual meeting of stockholders in 2025 or until their respective successors are elected and qualified, and received the number of votes set forth below. For each director, there were 10,846,990.00 broker non-votes.
| Name | For | Against | Abstain | |||||||||||||||||
| Victor J. Coleman | 113,474,286.66 | 3,073,559.00 | 73,050.00 | |||||||||||||||||
| Theodore R. Antenucci | 116,132,694.66 | 474,547.00 | 13,654.00 | |||||||||||||||||
| Ebs Burnough | 115,847,750.94 | 663,652.73 | 109,492.00 | |||||||||||||||||
| Jonathan M. Glaser | 113,149,037.32 | 3,462,192.34 | 9,666.00 | |||||||||||||||||
| Robert L. Harris II | 108,268,847.66 | 8,338,473.00 | 13,575.00 | |||||||||||||||||
| Christy Haubegger | 114,511,412.32 | 2,100,169.34 | 9,314.00 | |||||||||||||||||
| Mark D. Linehan | 113,086,497.66 | 3,521,118.00 | 13,280.00 | |||||||||||||||||
| Michael Nash | 116,371,489.66 | 232,029.00 | 17,377.00 | |||||||||||||||||
| Barry A. Sholem | 111,589,555.32 | 5,021,080.34 | 10,260.00 | |||||||||||||||||
| Andrea Wong | 97,792,109.35 | 18,818,176.32 | 10,610.00 | |||||||||||||||||
2.The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year was approved by a vote of 118,471,600.66 shares in favor, 8,982,886.00 shares against, and 13,399.00 shares abstaining. There were no broker non-votes.
3.An advisory resolution approving the Company’s executive compensation was approved by a vote of 106,460,170.49 shares in favor, 10,118,241.66 shares against, and 42,483.52 shares abstaining. There were 10,846,990.00 broker non-votes.
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.
| HUDSON PACIFIC PROPERTIES, INC. | ||||||||||||||
| Date: | May 16, 2024 | By: | /s/ Mark Lammas | |||||||||||
| Mark Lammas President | ||||||||||||||