0001364250false00013642502026-05-282026-05-28

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 28, 2026
deiblacklogoa61.jpg

Douglas Emmett, Inc.
(Exact name of registrant as specified in its charter)
Maryland001-3310620-3073047
(State or other jurisdiction of incorporation)Commission file number(I.R.S. Employer identification No.)
1299 Ocean Avenue, Suite 1000,Santa Monica,California90401
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:    (310) 255-7700


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:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, $0.01 par value per shareDEINew York Stock Exchange


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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At our 2026 Annual Meeting of Stockholders (the "Annual Meeting") held on May 28, 2026, our stockholders approved the adoption of the Douglas Emmett, Inc. 2026 Omnibus Stock Incentive Plan (the "2026 Plan"). The 2026 Plan was adopted by our Board of Directors on April 8, 2026, subject to approval by our stockholders, and became effective at the Annual Meeting. The 2026 Plan authorizes the grant of awards covering up to 15 million shares of our common stock. The terms and conditions of the 2026 Plan are described in the section entitled “Proposal 4: Adoption of 2026 Omnibus Stock Incentive Plan” in our Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2026. The foregoing description of the 2026 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2026 Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. No further grants will be made under the Douglas Emmett, Inc. 2016 Omnibus Stock Incentive Plan.


Item 5.07 Submission of Matters to a Vote of Security Holders

On May 28, 2026, Douglas Emmett, Inc. held its Annual Meeting. Presented below are the voting results for the proposals (described in detail in our Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2026) submitted to our stockholders at the Annual Meeting:

Douglas Emmett Proposals:

Proposal 1. The following nominees were elected to serve on the board of directors until the 2027 Annual Meeting of Stockholders with the following vote:

NomineeForWithheldBroker Non-Votes
Jordan L. Kaplan133,503,1163,048,71413,053,453
Kenneth M. Panzer134,378,6052,173,22513,053,453
Andy Cohen136,116,962434,86813,053,453
Dorene C. Dominguez105,536,15131,015,67913,053,453
Virginia A. McFerran97,300,45339,251,37713,053,453
Thomas E. O'Hern132,238,5484,313,28213,053,453
William E. Simon, Jr.75,882,56160,669,26913,053,453
Shirley Wang41,129,21295,422,61813,053,453


Proposal 2. The appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026 was ratified with the following vote:

ForAgainstAbstainedBroker Non-Votes
144,959,1094,536,422109,752—


Proposal 3. Our named executive officer compensation for 2025 was approved with the following non-binding advisory vote:

ForAgainstAbstainedBroker Non-Votes
68,214,21868,195,746141,85813,053,461

Proposal 4. The Douglas Emmett, Inc. 2026 Omnibus Stock Incentive Plan was approved with the following vote:



ForAgainstAbstainedBroker Non-Votes
96,261,67140,166,150124,00313,053,459




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits: The following exhibits are furnished with this Current Report on Form 8-K:

Exhibit NumberDescription
10.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)






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.

 DOUGLAS EMMETT, INC.
Dated:June 3, 2026By:/s/ PETER D. SEYMOUR
  Peter D. Seymour
  Chief Financial Officer