| Item 5.07 | Submission Of Matters To A Vote Of Security Holders. |
On June 2, 2022, Pennsylvania Real Estate Investment Trust (the “Trust”) called to order its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). At that time, a majority of the Trust’s common shares of beneficial interest (the “Common Shares”) entitled to vote were present (virtually or represented by proxy) at the meeting and, accordingly, the business to be considered by the holders of the Trust’s Common Shares (the “Common Shareholders”) was conducted and completed. However, at the time the Annual Meeting was convened, there were not present (virtually or represented by proxy) a sufficient number of the Trust’s issued and outstanding 7.375% Series B Cumulative Redeemable Perpetual Preferred Shares (the “Series B Preferred”), the Trust’s 7.20% Series C Cumulative Redeemable Perpetual Preferred Shares (the “Series C Preferred”), and the Trust’s 6.875% Series D Cumulative Redeemable Perpetual Preferred Shares (the “Series D Preferred,” and, together with the Series B Preferred and the Series C Preferred, the “Outstanding Preferred Shares”) to constitute a quorum of the Outstanding Preferred Shares for the Annual Meeting. As previously disclosed in our proxy statement for the Annual Meeting, with respect to the proposal set forth in the Trust’s proxy statement to be voted on by holders of the Outstanding Preferred Shares to fill the two additional trustee positions created on the Trust’s Board of Trustees by virtue of the terms of the designating amendments to the Trust’s trust agreement designating the rights, preferences, privileges, qualifications, limitations and restrictions of the Outstanding Preferred Shares (the “Preferred Trustee Election Proposal”), a majority of the Outstanding Preferred Shares, voting as a single class, must be present (virtually or represented by proxy) at the meeting to constitute a quorum. Accordingly, after having conducted and completed the business to be considered by the Common Shareholders, the Annual Meeting was adjourned until August 2, 2022 at 11:00 a.m. Eastern Time solely to consider the Preferred Trustee Election Proposal at such reconvened meeting.
At the Annual Meeting, three matters were submitted to a vote by the Common Shareholders. The voting results for the matters submitted to the Common Shareholders were as follows:
1. The Trust’s Common Shareholders elected the following nominees as trustees, each to hold office until the Annual Meeting of Shareholders to be held in 2023 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. | | | 19,347,503 | | | | 3,203,451 | | | 28,167,553 |
Joseph F. Coradino | | | 18,547,443 | | | | 4,003,511 | | | 28,167,553 |
Michael J. DeMarco | | | 18,749,310 | | | | 3,801,644 | | | 28,167,553 |
JoAnne A. Epps | | | 19,261,323 | | | | 3,289,631 | | | 28,167,553 |
Mark E. Pasquerilla | | | 19,050,873 | | | | 3,500,081 | | | 28,167,553 |
Charles P. Pizzi | | | 18,726,743 | | | | 3,824,211 | | | 28,167,553 |
John J. Roberts | | | 19,086,730 | | | | 3,464,224 | | | 28,167,553 |
2. The Trust’s Common 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 |
13,299,170 | | 8,613,845 | | 637,939 | | 28,167,553 |
3. The Trust’s Common Shareholders ratified the Audit Committee’s selection of BDO USA, LLP as the Trust’s independent auditor for 2022, as follows:
| | | | |
Votes For | | Votes Against | | Abstentions |
46,006,675 | | 3,400,068 | | 1,311,764 |
