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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 12, 2021
KITE REALTY GROUP TRUST
(Exact name of registrant as specified in its charter)
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Maryland
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1-32268
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11-3715772
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification Number)
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30 S. Meridian Street
Suite 1100
Indianapolis, IN 46204
(Address of principal executive offices) (Zip Code)
(317) 577-5600
(Registrant's telephone number including area code)
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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name on each exchange on which registered
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Common Shares, $0.01 par value per share
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KRG
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New York Stock Exchange
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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 5.07 Submission of Matters to a Vote of Security Holders
The 2021 annual meeting of shareholders of the Company took place on May 12, 2021. At the meeting, shareholders voted on the election of ten nominees for the Company’s Board of Trustees to serve one-year terms expiring at the 2022 annual meeting of shareholders. The shares voted for, against, and abstaining as to each nominee were as follows:
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Nominee
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For
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Against
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Abstain
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John A. Kite
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69,931,830
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2,555,577
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16,827
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William E. Bindley
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69,910,444
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2,583,263
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10,527
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Derrick Burks
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72,266,253
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225,970
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12,011
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Victor J. Coleman
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72,065,595
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427,583
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11,056
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Lee A. Daniels
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71,785,940
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705,833
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12,461
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Christie B. Kelly
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72,052,890
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443,279
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8,065
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David R. O’Reilly
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72,064,138
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429,568
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10,528
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Barton R. Peterson
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70,940,910
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1,551,650
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11,674
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Charles H. Wurtzebach
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72,236,202
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256,975
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11,057
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Caroline L. Young
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71,728,217
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767,755
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8,262
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* There were a total of 4,599,420 Broker Non-Votes for each trustee nominee.
At the annual meeting, the shareholders voted on a non-binding resolution to approve the compensation of the Company’s executive officers. The shares voted for, against, and abstaining on this proposal were as follows:
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Nominee
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For
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Against
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Abstain
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Advisory vote on executive compensation
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59,870,040
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8,554,360
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4,079,834
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* There were a total of 4,599,420 Broker Non-Votes related to the advisory vote on executive compensation.
At the annual meeting, the shareholders voted to ratify the appointment of KPMG LLP to serve as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2021. The shares voted for, against, and abstaining on this proposal were as follows:
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Nominee
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For
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Against
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Abstain
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Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2021
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77,052,730
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33,727
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17,197
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SIGNATURES
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.
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KITE REALTY GROUP TRUST
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Date: May 14, 2021
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By:
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/s/ Heath R. Fear
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Heath R. Fear
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Executive Vice President and
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Chief Financial Officer
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