Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 26, 2021, the shareholders of Weingarten Realty Investors (the “Company”), upon the recommendation of the Board of Trust Managers, approved the Second Amendment (the “Second Amendment”) to the Weingarten Realty Investors Amended and Restated 2010 Long-Term Incentive Plan, as amended by the First Amendment (the “Plan”) to increase the number of common shares of beneficial interest of the Company (“common shares”) reserved for issuance from 4,000,000 common shares to 5,200,000 common shares.
Attached hereto as Exhibit 99.1 is the Second Amendment. A brief description of the Second Amendment and the Plan are included as part of the Company’s Proxy Statement for the 2021 Annual Meeting of Shareholders (“Proxy Statement”), which was filed with the Securities and Exchange Commission on March 15, 2021. The descriptions of the Second Amendment and the Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Second Amendment and the Plan.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 26, 2021, the Company held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 127,615,262 common shares were entitled to vote as of February 25, 2021, the record date for the Annual Meeting. There were 113,552,727 common shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on four proposals. Set forth below are the matters acted upon by the shareholders of the Company at the Annual Meeting, and the final voting results of each proposal.
(1)The shareholders elected each of the eight nominees to the Board of Trust Managers to serve until their successors have been elected and qualified, as follows:
| | | | | | |
TRUST MANAGER | | FOR | | AGAINST | | ABSTAIN |
Andrew M. Alexander | | 96,941,952 | | 4,315,317 | | 67,236 |
Stanford J. Alexander | | 99,451,448 | | 1,804,254 | | 68,803 |
Shelaghmichael C. Brown | | 57,176,691 | | 44,063,222 | | 84,592 |
Stephen A. Lasher | | 89,300,026 | | 10,376,396 | | 1,648,083 |
Thomas L. Ryan | | 100,082,097 | | 1,160,408 | | 82,000 |
Douglas W. Schnitzer | | 73,374,368 | | 27,602,888 | | 347,249 |
C. Park Shaper | | 93,380,870 | | 7,858,507 | | 85,128 |
Marc J. Shapiro | | 75,907,294 | | 23,768,281 | | 1,648,930 |
There were 12,228,222 broker non-votes with respect to the election of the Board of Trust Managers.
(2)The shareholders approved the adoption of the Second Amendment to the Weingarten Realty Investors Amended and Restated 2010 Long-Term Incentive Plan, as amended, as follows:
| | |
FOR | | 96,755,557 |
AGAINST | | 4,421,040 |
ABSTAIN | | 147,908 |
BROKER NON-VOTES | | 12,228,222 |
