UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Retail Properties of America, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”) on May 27, 2021. The total number of shares of common stock entitled to vote at the Annual Meeting was 214,732,558, of which 191,475,161 shares, or approximately 89%, were present online or by proxy. The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for or against and the number of abstentions and broker non-votes with respect to each matter, as applicable.
(a) Votes regarding the election of the persons named below as directors for a term expiring at the annual meeting of stockholders in 2022 and until their respective successors have been duly elected and qualified or until their earlier resignation or removal, were as follows:
| Nominee |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Bonnie S. Biumi |
169,374,051 | 10,299,500 | 161,434 | 11,640,176 | ||||||||||||
| Frank A. Catalano, Jr. |
124,628,317 | 55,033,649 | 173,019 | 11,640,176 | ||||||||||||
| Gerald M. Gorski |
123,447,421 | 56,212,690 | 174,874 | 11,640,176 | ||||||||||||
| Steven P. Grimes |
168,714,150 | 10,955,041 | 165,794 | 11,640,176 | ||||||||||||
| Richard P. Imperiale |
167,634,360 | 12,032,305 | 168,320 | 11,640,176 | ||||||||||||
| Peter L. Lynch |
120,122,707 | 59,554,847 | 157,431 | 11,640,176 | ||||||||||||
| Thomas J. Sargeant |
169,604,276 | 10,057,665 | 173,044 | 11,640,176 | ||||||||||||
A “broker non-vote” occurs when a broker (such as a custodian or bank) holding shares for a beneficial owner returns a signed proxy but does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.
Based on the votes set forth above, each of the foregoing persons was duly elected to serve as a director for a term expiring at the annual meeting of stockholders in 2022 and until his or her respective successor has been duly elected and qualified or until his or her earlier resignation or removal.
(b) With respect to the advisory resolution approving the compensation of the Company’s named executive officers, there were 167,210,133 votes for the resolution, 12,300,738 votes against the resolution, 324,114 votes abstaining from voting on the resolution and 11,640,176 broker non-votes. Based on the foregoing voting results, the advisory resolution approving the compensation of the Company’s named executive officers was approved by the Company’s stockholders. Of the total votes cast, over 93% voted in favor of the advisory resolution approving the compensation of the Company’s named executive officers.
(c) With respect to the ratification of the audit committee’s appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2021, there were 182,733,639 votes for the ratification, 8,528,349 votes against the ratification, 213,173 votes abstaining from voting on the ratification and no broker non-votes. Based on the foregoing voting results, the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company to serve for the fiscal year ending December 31, 2021 was duly ratified by the Company’s stockholders. Of the total votes cast, over 95% voted to ratify such appointment.
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, thereunto duly authorized.
| RETAIL PROPERTIES OF AMERICA, INC. | ||||||
| (Registrant) | ||||||
| By: | /s/ Julie M Swinehart | |||||
| Julie M. Swinehart | ||||||
| Date: June 1, 2021 | Executive Vice President, Chief Financial Officer and Treasurer | |||||