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): April 24, 2018

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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 ¨
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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 24, 2018 , the shareholders of Weingarten Realty Investors (the "Company"), upon the recommendation of the Board of Trust Managers, approved the First Amendment (the "First Amendment") to the Amended and Restated 2010 Long-Term Incentive Plan of Weingarten Realty Investors (the "Plan") to increase the number of common shares of beneficial interest of the Company (“common shares”) reserved for issuance from 3,000,000 common shares to 4,000,000 common shares and extend the duration of the Plan through April 24, 2028.
Attached hereto as Exhibit 99.1 is the First Amendment. A brief description of the First Amendment and the Plan are included as part of the Company's Proxy Statement for the 2018 Annual Meeting of Stockholders ("Proxy Statement"), which was filed with the Securities and Exchange Commission on March 13, 2018. The descriptions of the First Amendment and the Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the First Amendment and the Plan.
Item 5.07.    Submission of Matters to a Vote of Security Holders.
On April 24, 2018 , the Company held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 128,692,783 common shares were entitled to vote as of February 23, 2018 , the record date for the Annual Meeting. There were 120,920,101 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 nine 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
 
103,024,042
 
903,620
 
153,591
Stanford Alexander
 
102,464,781
 
1,454,346
 
162,126
Shelaghmichael Brown
 
95,589,162
 
7,812,460
 
679,631
James W. Crownover
 
96,684,444
 
7,244,713
 
152,096
Stephen A. Lasher
 
97,218,140
 
6,696,464
 
166,649
Thomas L. Ryan
 
92,922,711
 
10,990,591
 
167,951
Douglas W. Schnitzer
 
97,208,881
 
6,707,906
 
164,466
C. Park Shaper
 
102,611,280
 
1,302,820
 
167,153
Marc J. Shapiro
 
96,670,693
 
7,248,870
 
161,690
There were 16,838,848 broker non-votes with respect to the election of the Board of Trust Managers.


2

(2)    The shareholders approved the adoption of the First Amendment to the Weingarten Realty Investors Amended and Restated 2010 Long-Term Incentive Plan, as follows:
FOR
 
101,537,404
AGAINST
 
2,249,006
ABSTAIN
 
294,843
BROKER NON-VOTES
 
16,838,848
(3)    The shareholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, as follows:
FOR
 
118,661,364
AGAINST
 
1,993,918
ABSTAIN
 
264,819
(4)    The shareholders approved, by non-binding vote, the compensation awarded to the Company’s executives named in the Summary Compensation Table, as disclosed in the Company’s 2018 Proxy Statement, as follows:
FOR
 
97,022,376
AGAINST
 
6,723,202
ABSTAIN
 
335,675
BROKER NON-VOTES
 
16,838,848
Item 9.01.    Financial Statements and Exhibits.
(d)    The Exhibits to this Report are listed on the Exhibit Index attached hereto.

3

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: April 25, 2018
 
WEINGARTEN REALTY INVESTORS
 
 
 
 
 
 
 
By:
/s/ Joe D. Shafer
 
 
Joe D. Shafer
 
 
Senior Vice President/
Chief Accounting Officer

4

EXHIBIT INDEX
Exhibit
Number      Title
99.1
99.2


5
Exhibit 99.1

First Amendment To The Weingarten Reality Investors
Amended And Restated 2010 Long-Term Incentive Plan

This First Amendment (this "Amendment") to the Weingarten Realty Investors Amended and Restated 2010 Long-Term Incentive Plan, as amended from time to time (the "Plan"), is made effective as of April 24, 2018 (the "Amendment Effective Date" ), by Weingarten Realty Investors, a Texas real estate investment trust (the "Company"), subject to approval by the Company's shareholders.
WHEREAS, the Company established the Plan, originally effective as of May 6, 2010, under which the Company is authorized to grant Awards to Participants;
WHEREAS, Section 1.13 of the Plan provides that the Board may amend the Plan to increase the total number of Shares with respect to which awards may be made under the Plan with approval of shareholders, if shareholder approval of such amendment is a condition of Rule 16b-3 or its successor rule or statute, the Code or any exchange or market system on which the Shares are listed at the time such amendment is adopted; and
WHEREAS, the Board now desires to amend the Plan in the manner contemplated hereby, subject to approval by the Company’s shareholders, to increase the number of Shares available for grant under the Plan by 1,000,000 Shares and to extend the termination date of the Plan to April 24, 2028, the tenth anniversary of the Amendment Effective Date.
NOW, THEREFORE, the Plan shall be amended as of the Amendment Effective Date, subject to approval by the Company's shareholders, as set forth below:
1. The last sentence of Section 1.2 of the Plan is hereby deleted and replaced in its entirety with the following:
"The Plan shall terminate on April 24, 2028."
2. Section 1.6 of the Plan is hereby deleted and replaced in its entirety with the following:
"1.6     Shares Subject to the Plan . The Shares with respect to which awards may be made under the Plan shall be either authorized and unissued shares or issued and outstanding shares (including, in the discretion of the Committee, shares purchased in the stock market). Subject to the provisions of Section 1.10, the number of Shares available under the Plan for the grant of Awards shall not exceed 4,000,000 shares in the aggregate. If, for any reason, any Award under the Plan or any portion of the Award, shall expire, terminate or be forfeited or cancelled, or be settled in cash pursuant to the terms of the Plan and, therefore, any such shares are no longer distributable under the Award, such Shares shall again be available for award under the Plan."
3. The Plan shall remain in full force and effect, binding on the parties and unmodified except as expressly provided herein.
4. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning assigned to such terms in the Plan.
IN WITNESS WHEREOF, the Company has caused the execution of this Amendment by its duly authorized officer, effective as of the Amendment Effective Date.
WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust

By:
/s/ Stephen C. Richter
 
Stephen C. Richter
 
Executive Vice President and Chief Financial Officer