wpg20180518_8k.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 17, 2018

 

 

Washington Prime Group Inc.

(Exact name of Registrant as specified in its Charter)

 

Indiana

 

001-36252

 

046-4323686

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

180 East Broad Street

Columbus, Ohio

 

43215

(Address of principal executive
offices)

 

(Zip Code)

 

Registrant's telephone number, including area code (614) 621-9000

 

N/A

 

(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))

 

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 Annual Meeting of Shareholders for Washington Prime Group Inc. (the “Registrant” or “Company”) was held on Thursday, May 17, 2018 (the “Annual Meeting”) in New York, NY. Proxies for the Annual Meeting were solicited by the Registrant pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. Three proposals were submitted to a vote of the holders of the Registrant’s common shares. The three proposals are described below.

 

 

●

the election of the seven (7) persons named in the Company’s Annual Meeting proxy statement as director and to hold office until the 2019 annual meeting of shareholders;

 

 

●

a non-binding advisory vote to approve executive compensation as described in the Company’s Annual Meeting proxy statement; and

 

 

●

ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018.

 

At the Annual Meeting, each of the nominees for election as a director was re-elected and the common shareholders also voted in favor of each of the two other proposals. There was no solicitation in opposition to the Company’s voting recommendation for each proposal that was contained in the Annual Meeting proxy statement.

 

The final vote tally on each of the proposals is set forth below.

 

1.  Election of Directors

 

Nominee

For

 

Against

 

Abstain

  

Broker Non-Votes

i.J. Taggart (“Tag”) Birge

135,822,092

  

767,586

  

286,539

  

32,663,878

ii.Sheryl G. von Blucher

135,816,552

  

814,359

  

245,306

  

32,663,878

iii.Louis G. Conforti

135,762,067

  

878,014

  

236,136

  

32,663,878

iv.John J. Dillon III

135,767,537

  

816,700

  

291,980

  

32,663,878

v.Robert J. Laikin

135,647,519

  

951,873

  

276,825

  

32,663,878

vi.John F. Levy

135,615,654

  

1,004,327

  

256,236

  

32,663,878

vii.Jacquelyn R. Soffer

135,637,194

  

991,644

  

247,379

  

32,663,878

 

 

  

For

Against

Abstain

Broker
Non-
Votes

2.  Non-binding advisory vote to approve executive compensation as described in the Company’s proxy statement.

  

131,062,087

5,082,883

 731,247 32,663,878
           
    For Against Abstain  
3.   Ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.   168,322,345 807,662 410,088  

 

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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.

 

 

Washington Prime Group Inc.

  
 

(Registrant)

  
     
     
     

 

Date: May 18, 2018

/s/ Robert P. Demchak                   

Robert P. Demchak

Executive Vice President, General Counsel &

Corporate Secretary

  

 

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