UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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): i May 7, 2020 i Stratus Properties
Inc.
(Exact name of registrant as specified in its charter)
|
| | | | |
i Delaware | | | | i 72-1211572 |
(State
or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
|
| | | |
i 212 Lavaca St., Suite 300 | |
i Austin | | i Texas | i 78701 |
(Address
of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: ( i 512) i 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:
i ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ☐
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 |
i Common
Stock, par value $0.01 per share | i STRS | i The NASDAQ Stock Market |
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 i ☐
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.
Stratus Properties Inc. (the “Company”) held its 2020 annual meeting of stockholders on May 7, 2020, in Austin, Texas. At the annual meeting, the Company’s stockholders (1) elected James E. Joseph and Michael D. Madden to serve as Class I 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; and (3) ratified the appointment of BKM Sowan Horan, LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year.
Of the 8,210,139 shares of the Company’s common stock outstanding as of the record date, 7,303,865 shares were represented in person or by proxy at the annual meeting. The inspector of elections reported the final vote of stockholders as follows:
Proposal No.
1: Election of two Class I director nominees.
|
| | | | | | |
Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
| | | | | | |
James
E. Joseph | | 5,302,754 | | 135,105 | | 1,866,006 |
Michael D. Madden | | 5,022,813 | | 415,046 | | 1,866,006 |
Proposal
No. 2: Approval, on an advisory basis, of the compensation of the Company’s named executive officers. |
| | | | | | |
Votes For | | Votes Against | | Abstentions | |
Broker Non-Votes |
| | | | | | |
5,318,098 | | 116,322 | | 3,439 | | 1,866,006 |
Proposal
No. 3: Ratification of the appointment of BKM Sowan Horan, LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year. |
| | | | | | |
Votes For | | Votes Against | | Abstentions | |
Broker Non-Votes |
| | | | | | |
7,269,938 | | 30,781 | | 3,146 | | N/A |
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.
Senior Vice President and
Chief
Financial Officer
(authorized signatory and
Principal Financial Officer)
