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 26, 2021
WEINGARTEN REALTY INVESTORS
(Exact name of registrant as specified in its charter)
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Texas |
1-9876 |
74-1464203 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
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Common Shares of Beneficial Interest, $.03 par value |
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WRI |
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New York Stock Exchange |
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).
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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 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:
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TRUST MANAGER |
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FOR |
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AGAINST |
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ABSTAIN |
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Andrew M. Alexander |
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96,941,952 |
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4,315,317 |
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67,236 |
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Stanford J. Alexander |
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99,451,448 |
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1,804,254 |
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68,803 |
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Shelaghmichael C. Brown |
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57,176,691 |
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44,063,222 |
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84,592 |
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Stephen A. Lasher |
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89,300,026 |
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10,376,396 |
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1,648,083 |
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Thomas L. Ryan |
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100,082,097 |
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1,160,408 |
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82,000 |
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Douglas W. Schnitzer |
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73,374,368 |
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27,602,888 |
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347,249 |
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C. Park Shaper |
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93,380,870 |
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7,858,507 |
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85,128 |
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Marc J. Shapiro |
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75,907,294 |
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23,768,281 |
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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:
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FOR |
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96,755,557 |
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AGAINST |
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4,421,040 |
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ABSTAIN |
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147,908 |
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BROKER NON-VOTES |
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12,228,222 |
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(3)The shareholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, as follows:
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FOR |
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110,463,362 |
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AGAINST |
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2,985,218 |
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ABSTAIN |
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104,147 |
(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 2021 Proxy Statement, as follows:
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FOR |
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92,755,654 |
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AGAINST |
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8,238,023 |
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ABSTAIN |
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330,828 |
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BROKER NON-VOTES |
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12,228,222 |
Item 9.01. Financial Statements and Exhibits.
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99.1 |
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99.2 |
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99.3 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 27, 2021
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WEINGARTEN REALTY INVESTORS |
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By: |
/s/ Joe D. Shafer |
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Joe D. Shafer |
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Senior Vice President/ |
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Chief Accounting Officer |
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Exhibit 99.1
SECOND AMENDMENT TO THE
WEINGARTEN REALTY INVESTORS
AMENDED AND RESTATED 2010 LONG-TERM INCENTIVE PLAN
This Second 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 26, 2021 (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 and amended by the First Amendment thereto effective as of April 24, 2018, 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 1,200,000 Shares.
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.Section 1.6 of the Plan is hereby deleted and replaced in its entirety with the following:
"1.6Shares 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 5,200,000 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."
2.The Plan shall remain in full force and effect, binding on the parties and unmodified except as expressly provided herein.
3.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.
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WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust |
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By: |
/s/ Stephen C. Richter |
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Stephen C. Richter |
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Executive Vice President and Chief |
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Financial Officer |
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