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 28, 2020
Pennsylvania Real Estate Investment Trust
(Exact Name of Registrant as Specified in its Charter)
| | | | |
Pennsylvania | | 1-6300 | | 23-6216339 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | |
One Commerce Square 2005 Market Street, Suite 1000 Philadelphia, Pennsylvania | | 19103 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (215) 875-0700
(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 |
Shares of Beneficial Interest, par value $1.00 per share | | PEI | | New York Stock Exchange |
Series B Preferred Shares, par value $0.01 per share | | PEIPrB | | New York Stock Exchange |
Series C Preferred Shares, par value $0.01 per share | | PEIPrC | | New York Stock Exchange |
Series D Preferred Shares, par value $0.01 per share | | PEIPrD | | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 28, 2020, shareholders of Pennsylvania Real Estate Investment Trust (the “Trust”) approved the amended and restated Pennsylvania Real Estate Investment Trust 2018 Equity Incentive Plan (as so amended and restated, the “Amended and Restated Pennsylvania Real Estate Investment Trust 2018 Equity Incentive Plan,” or the “Plan”) to increase the shares available for issuance under the Plan and to make certain additional changes. The Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and the form of Restricted Share Notice pursuant to which awards under the Plan may be made to non-employee trustees of the Trust is attached as Exhibit 10.2 to this Current Report on Form 8-K.
| Item 5.07 | Submission Of Matters To A Vote Of Security Holders. |
On May 28, 2020, the Trust held its Annual Meeting of Shareholders (the “Annual Meeting”). The following matters were submitted to a vote of shareholders at the Annual Meeting and the voting results were as follows:
1. The Trust’s shareholders elected the following nominees as trustees, each to hold office until the Annual Meeting of Shareholders to be held in 2021 and until their respective successors have been duly elected and have qualified, by the vote set forth below:
| | | | | | | | | | | | |
Nominee | | Votes For | | | Withheld | | | Broker Non-Votes | |
George J. Alburger, Jr. | | | 28,847,883 | | | | 2,267,826 | | | | 30,736,458 | |
Joseph F. Coradino | | | 28,290,518 | | | | 2,825,191 | | | | 30,736,458 | |
Michael J. DeMarco | | | 28,312,684 | | | | 2,803,025 | | | | 30,736,458 | |
JoAnne A. Epps | | | 28,380,435 | | | | 2,735,274 | | | | 30,736,458 | |
Mark E. Pasquerilla | | | 28,220,642 | | | | 2,895,067 | | | | 30,736,458 | |
Charles P. Pizzi | | | 28,245,342 | | | | 2,870,367 | | | | 30,736,458 | |
John J. Roberts | | | 27,997,122 | | | | 3,118,587 | | | | 30,736,458 | |
2. The Trust’s shareholders approved, on an advisory basis, the Trust’s executive compensation as disclosed in the Proxy Statement, as follows:
| | | | | | | | | | | | | | |
Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| | 23,894,055 | | | | 6,334,193 | | | | 887,461 | | | | 30,736,458 | |
3. The Trust’s shareholders approved the Amended and Restated Pennsylvania Real Estate Investment Trust 2018 Equity Incentive Plan, as follows:
| | | | | | | | | | | | | | |
Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| | 21,708,448 | | | | 8,473,569 | | | | 933,692 | | | | 30,736,458 | |
4. The Trust’s shareholders ratified the Audit Committee’s selection of KPMG LLP as the Trust’s independent auditor for 2020, as follows:
| | | | | | | | | | |
Votes For | | | Votes Against | | | Abstentions | |
| | 58,772,680 | | | | 2,661,250 | | | | 418,237 | |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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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| | | | PENNSYLVANIA REAL ESTATE INVESTMENT TRUST |
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Date: May 28, 2020 | | | | By: | | /s/ Lisa M. Most |
| | | | | | Lisa M. Most |
| | | | | | Executive Vice President, Secretary and General Counsel |
