Stratus Properties 8K Submission of Matters to a Vote of Security Holders

Stratus Properties (STRS) 8-KSubmission of Matters to a Vote of Security Holders

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): June 6, 2016

Stratus Properties Inc.

(Exact name of registrant as specified in its charter)



Delaware	001-37716	72-1211572
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)



212 Lavaca St., Suite 300
Austin, Texas	78701
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (512) 478-5788

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))

Item 5.07 Submission of Matters to a Vote of Security Holders.

Stratus Properties Inc. (the “Company”) held its 2016 annual meeting of stockholders on June 6, 2016, in Austin, Texas. At the annual meeting, the Company’s stockholders (1) elected William H. Armstrong III and Charles W. Porter to serve as Class III directors of the Company, each for a three-year term; (2) approved, on an advisory basis, the compensation of the Company’s named executive officers; (3) ratified the appointment of BKM Sowan Horan, LLP as the Company’s independent registered public accounting firm for the 2016 fiscal year and (4) did not approve a stockholder proposal requesting that the Company’s board of directors (the “Board”) immediately engage a nationally recognized investment banking firm to explore the prompt sale, merger or other business combination of the Company.

The independent inspector of elections reported the final vote of stockholders as follows:

Proposal No. 1: Election of two Class III director nominees.



Name	Votes For	Votes Withheld	Broker Non-Votes

William H. Armstrong III	3,562,315	712,444	42,738
Charles W. Porter	3,562,314	712,445	42,738
David M. Dean (dissident nominee)	2,441,073	32,067	42,738
Michael L. Knapp (dissident nominee)	2,441,073	32,067	42,738


Proposal No. 2:	Approval, on an advisory basis, of the compensation of the Company’s named executive officers.


Proposal No. 3:	Ratification of the appointment of BKM Sowan Horan, LLP as the Company’s independent registered public accounting firm.


Proposal No. 4:	Stockholder proposal requesting that the Board immediately engage a nationally recognized investment banking firm to explore the prompt sale, merger or other business combination of the Company.

SIGNATURE

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.

Stratus Properties Inc.

By: /s/ Erin D. Pickens

Erin D. Pickens

Senior Vice President and

Chief Financial Officer

(authorized signatory and

Principal Financial Officer)

Date: June 9, 2016

Votes Against

Abstentions

Broker
Non-Votes