form8kshareholder_1q2010.htm
 
 

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  
 
 
2
 

 
 
(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). 
 

 
 
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:  May 6, 2010

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






 
4
 

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). 


 
5