UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 11, 2012

 


 

THE HOWARD HUGHES CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware

(State or other jurisdiction
of incorporation)

 

001-34856

(Commission File Number)

 

36-4673192

(I.R.S. Employer
Identification No.)

 

One Galleria Tower
13355 Noel Road, 22
nd Floor
Dallas, Texas 75240
(Address of principal executive offices)

 

Registrant’s telephone number, including area code:  (214) 741-7744

 


 

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:

 

o    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.

 

At the annual meeting of stockholders of The Howard Hughes Corporation, a Delaware corporation (the “Company”), held on June 11, 2012, the stockholders elected the Company’s Board of Directors (the “Board”) and voted upon four Board proposals contained within our Proxy Statement dated April 26, 2012.

 

The Board nominees were elected with the following vote:

 

Nominee

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

William Ackman

 

22,862,683

 

179,615

 

6,822

 

8,417,152

Adam Flatto

 

22,978,871

 

38,938

 

31,311

 

8,417,152

Jeffrey Furber

 

23,001,925

 

40,321

 

6,874

 

8,417,152

Gary Krow

 

22,964,558

 

53,272

 

31,290

 

8,417,152

Allen Model

 

23,001,126

 

40,997

 

6,997

 

8,417,152

R. Scot Sellers

 

22,959,752

 

58,008

 

31,360

 

8,417,152

Steven Shepsman

 

22,977,610

 

40,014

 

31,496

 

8,417,152

Burton M. Tansky

 

22,958,264

 

59,688

 

31,168

 

8,417,152

Mary Ann Tighe

 

22,968,337

 

74,041

 

6,742

 

8,417,152

David R. Weinreb

 

22,957,204

 

60,063

 

31,853

 

8,417,152

 

The stockholders voted on the following proposals and cast their votes as described below:

 

Proposal

 

For

 

Against

 

Abstentions

 

Broker Non-
Votes

 

 

 

 

 

 

 

 

 

An advisory (nonbinding) vote to approve the compensation of the named executive officers (1)

 

22,749,439

 

281,079

 

18,602

 

8,417,152

 


(1)          In 2011, 63.08% of the votes cast in the Company’s stockholder advisory vote on the frequency of advisory votes on executive compensation (the “Say-on-Frequency Proposal”) voted that the Company should submit advisory votes on executive compensation every third year. The Board evaluated the voting on the Say-on-Frequency Proposal and determined that the Company should submit advisory votes on executive compensation to its stockholders every year because it wants to be responsive to the large minority of stockholders who did not vote for a frequency of three years.

 

Proposal

 

For

 

Against

 

Abstentions

 

Broker Non-
Votes

 

 

 

 

 

 

 

 

 

A vote to approve amendments to the Company’s 2010 Equity Incentive Plan

 

22,646,819

 

385,265

 

17,036

 

8,417,152

 

2



 

Proposal

 

For

 

Against

 

Abstentions

 

Broker Non-
Votes

 

 

 

 

 

 

 

 

 

A vote to ratify the Company’s Section 382 Rights Agreement

 

22,616,160

 

415,200

 

17,760

 

8,417,152

 

Proposal

 

For

 

Against

 

Abstentions

 

 

 

 

 

 

 

 

 

 

 

A vote to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2012

 

31,442,199

 

15,502

 

8,571

 

 

 

Item 9.01 (d)  Financial Statement and Exhibits

 

Exhibits

 

 

 

 

 

3.1

 

Certificate of Designations of Series A Junior Participating Preferred Stock, filed with the Secretary of State of the State of Delaware on February 29, 2012 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed February 29, 2012)

 

 

 

4.1

 

Section 382 Rights Agreement, dated as of February 27, 2012, by and between The Howard Hughes Corporation and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed February 29, 2012)

 

 

 

10.1

 

The Howard Hughes Corporation Amended and Restated 2010 Incentive Plan

 

3



 

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.

 

 

THE HOWARD HUGHES CORPORATION

 

 

 

 

 

 

 

By:

/s/ Peter F. Riley

 

 

Peter F. Riley

 

 

Senior Vice President, Secretary and General Counsel

 

 

Date:

June 14, 2012

 

 

4



 

EXHIBIT INDEX

 

Exhibit

 

Description

 

 

 

3.1

 

Certificate of Designations of Series A Junior Participating Preferred Stock, filed with the Secretary of State of the State of Delaware on February 29, 2012 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed February 29, 2012)

 

 

 

4.1

 

Section 382 Rights Agreement, dated as of February 27, 2012, by and between The Howard Hughes Corporation and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed February 29, 2012)

 

 

 

10.1

 

The Howard Hughes Corporation 2010 Amended and Restated Incentive Plan

 

5