WEINGARTEN REALTY INVESTORS /TX/ (Form: 8-K, Received: 05/06/2010 14:05:34)

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 6, 2010

WEINGARTEN REALTY INVESTORS

(Exact name of Registrant as specified in its Charter)

Texas	1-9876	74-1464203
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)

2600 Citadel Plaza Drive, Suite 125, Houston, Texas 77008

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (713) 866-6000

Not applicable

(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 ( see General Instruction A.2. below):

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.

On May 6, 2010, Weingarten Realty Investors (“the Company”) held its 2010 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 120,112,671 shares of the Company’s common shares of beneficial interest (“common shares”) were entitled to vote as of March 8, 2010, the record date for the Annual Meeting. There were 109,938,996 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 such proposal.

(1)

The shareholders elected each of the nine nominees to the Board of Trust Managers for a one-year term:

TRUST MANAGER	FOR		WITHHELD

Andrew M. Alexander		86,572,036		1,078,188
Stanford Alexander		86,532,361		1,117,863
James W. Crownover		86,382,566		1,267,658
Robert J. Cruikshank		82,243,260		5,406,964
Melvin A. Dow		81,322,204		6,328,020
Stephen A. Lasher		82,281,902		5,368,322
Douglas W. Schnitzer		82,276,387		5,373,837
C. Park Shaper		86,014,487		1,635,737
Marc J. Shapiro		82,553,338		5,096,886

There were 22,288,772 broker non-votes with respect to the election of the Board of Trust Managers.

(2)

The shareholders approved the Company’s Sixth Amended and Restated Declaration of Trust to increase the number of authorized common shares of beneficial interest:

FOR			103,337,840
AGAINST			6,080,461
ABSTAIN			520,695

(3)

The shareholders approved and adopted the Weingarten Realty Investors Amended and Restated 2010 Long-Term Incentive Plan:

FOR			77,536,534
AGAINST			9,814,410
ABSTAIN			299,280
BROKER NON-VOTES			22,288,772

(4)

The shareholders ratified the appointment of Deloitte & Touche LLP as our independent accountants:

FOR			108,285,004
AGAINST			1,440,440
ABSTAIN			213,552

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Sixth Amended and Restated Declaration of Trust dated May 6, 2010.
10.1		Amended and Restated 2010 Long-Term Incentive Plan (filed as Exhibit 99.1 to WRI's Form 8-K dated April 26, 2010 and incorporated herein by reference).

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.

Date: May 6, 2010

	WEINGARTEN REALTY INVESTORS



	By: /s/ Joe D. Shafer
	Joe D. Shafer
	Senior Vice President/Chief Accounting Officer

INDEX TO EXHIBITS

3.1		Sixth Amended and Restated Declaration of Trust dated May 6, 2010.
10.1		Amended and Restated 2010 Long-Term Incentive Plan (filed as Exhibit 99.1 to WRI's Form 8-K dated April 26, 2010 and incorporated herein by reference).

EXHIBIT 3.1

SIXTH AMENDMENT TO THE

RESTATED DECLARATION OF TRUST

WEINGARTEN REALTY INVESTORS

The undersigned, acting as the Trust Managers of Weingarten Realty Investors, a Texas real estate investment trust (the "Trust"), hereby adopt the following amendment to the Restated Declaration of Trust of the Trust which amendment shall replace in its entirety the following Article of the Restated Declaration of Trust:

ARTICLE SEVEN

The aggregate number of shares of beneficial interest which the Trust shall have authority to issue is 275,000,000 common shares, $0.03 par value ("Common Shares") and 10,000,000 preferred shares, $0.03 par value ("Preferred Shares"). All of the Common Shares shall be equal in all respects to every other such Common Share, and shall have no preference, conversion, exchange or preemptive rights.

IN WITNESS WHEREOF, the undersigned Trust Managers do hereby execute this Sixth Amendment to the Restated Declaration of Trust as of the 6 th day of May, 2010.

/s/ Andrew M. Alexander		/s/ Stephen A. Lasher
ANDREW M. ALEXANDER		STEPHEN A. LASHER

/s/ Stanford Alexander		/s/ Douglas W. Schnitzer
STANFORD ALEXANDER		DOUGLAS W. SCHNITZER

/s/ James W. Crownover		/s/ C. Park Shaper
JAMES W. CROWNOVER		C. PARK SHAPER

/s/ Robert J. Cruikshank		/s/ Marc J. Shapiro
ROBERT J. CRUIKSHANK		MARC J. SHAPIRO

/s/ Melvin A. Dow
MELVIN A. DOW

THE STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, MARC J. SHAPIRO, in his capacity as Trust Manager of Weingarten Realty Investors, acknowledged to me, Notary, that he executed the above and foregoing instrument on behalf of the said Weingarten Realty Investors, as his own free and voluntary act and deed, for the uses, purposes and considerations therein expressed.

GIVEN UNDER MY HAND and seal of office the 6 th day of May 2010.


	/s/ Jane B. Scott
	NOTARY PUBLIC


	My commission expires:

	November 20, 2010

THE STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, DOUGLAS W. SCHNITZER, in his capacity as Trust Manager of Weingarten Realty Investors, acknowledged to me, Notary, that he executed the above and foregoing instrument on behalf of the said Weingarten Realty Investors, as his own free and voluntary act and deed, for the uses, purposes and considerations therein expressed.

GIVEN UNDER MY HAND and seal of office the 6 th day of May 2010.


	/s/ Jane B. Scott
	NOTARY PUBLIC


	My commission expires:

	November 20, 2010

THE STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, STEPHEN A. LASHER, in his capacity as Trust Manager of Weingarten Realty Investors, acknowledged to me, Notary, that he executed the above and foregoing instrument on behalf of the said Weingarten Realty Investors, as his own free and voluntary act and deed, for the uses, purposes and considerations therein expressed.

GIVEN UNDER MY HAND and seal of office the 6 th day of May 2010.


	/s/ Jane B. Scott
	NOTARY PUBLIC


	My commission expires:

	November 20, 2010

THE STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, MELVIN A. DOW, in his capacity as Trust Manager of Weingarten Realty Investors, acknowledged to me, Notary, that he executed the above and foregoing instrument on behalf of the said Weingarten Realty Investors, as his own free and voluntary act and deed, for the uses, purposes and considerations therein expressed.

GIVEN UNDER MY HAND and seal of office the 6 th day of May 2010.


	/s/ Jane B. Scott
	NOTARY PUBLIC


	My commission expires:

	November 20, 2010

THE STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, ROBERT J. CRUIKSHANK, in his capacity as Trust Manager of Weingarten Realty Investors, acknowledged to me, Notary, that he executed the above and foregoing instrument on behalf of the said Weingarten Realty Investors, as his own free and voluntary act and deed, for the uses, purposes and considerations therein expressed.

GIVEN UNDER MY HAND and seal of office the 6 th day of May 2010.


	/s/ Jane B. Scott
	NOTARY PUBLIC


	My commission expires:

	November 20, 2010

THE STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, JAMES W. CROWNOVER, in his capacity as Trust Manager of Weingarten Realty Investors, acknowledged to me, Notary, that he executed the above and foregoing instrument on behalf of the said Weingarten Realty Investors, as his own free and voluntary act and deed, for the uses, purposes and considerations therein expressed.

GIVEN UNDER MY HAND and seal of office the 6 th day of May 2010.


	/s/ Jane B. Scott
	NOTARY PUBLIC


	My commission expires:

	November 20, 2010

THE STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, ANDREW M. ALEXANDER, in his capacity as Trust Manager of Weingarten Realty Investors, acknowledged to me, Notary, that he executed the above and foregoing instrument on behalf of the said Weingarten Realty Investors, as his own free and voluntary act and deed, for the uses, purposes and considerations therein expressed.

GIVEN UNDER MY HAND and seal of office the 6 th day of May 2010.


	/s/ Jane B. Scott
	NOTARY PUBLIC


	My commission expires:

	November 20, 2010

THE STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, STANFORD ALEXANDER, in his capacity as Trust Manager of Weingarten Realty Investors, acknowledged to me, Notary, that he executed the above and foregoing instrument on behalf of the said Weingarten Realty Investors, as his own free and voluntary act and deed, for the uses, purposes and considerations therein expressed.

GIVEN UNDER MY HAND and seal of office the 6 th day of May 2010.


	/s/ Jane B. Scott
	NOTARY PUBLIC


	My commission expires:

	November 20, 2010

THE STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, C. PARK SHAPER, in his capacity as Trust Manager of Weingarten Realty Investors, acknowledged to me, Notary, that he executed the above and foregoing instrument on behalf of the said Weingarten Realty Investors, as his own free and voluntary act and deed, for the uses, purposes and considerations therein expressed.

GIVEN UNDER MY HAND and seal of office the 6 th day of May 2010.


	/s/ Jane B. Scott
	NOTARY PUBLIC


	My commission expires:

	November 20, 2010