BPG Stockholders Meeting and Elections 8-K


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): June 12, 2014
Brixmor Property Group Inc.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
 
Maryland
 
001-36160
 
45-2433192
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
420 Lexington Avenue
New York, New York 10170
(Address of Principal Executive Offices) (Zip Code)
(212) 869-3000
(Registrant’s Telephone Number, Including Area Code)
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:


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 June 12, 2014, Brixmor Property Group Inc. (the “Company”) held its annual meeting of stockholders. At the annual meeting, stockholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2014 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of stockholders were as follows:
Item 1 - Election of Directors
At the annual meeting, the Company’s stockholders elected the persons listed below as directors for a one-year term expiring in 2015 or until their respective successors are duly elected and qualified:
 
Votes Cast For
Votes Withheld
Broker Non-Votes
Michael A. Carroll
215,195,222
12,003,306
483,451
John G. Schreiber
204,698,880
22,499,648
483,451
A.J. Agarwal
202,766,118
24,432,410
483,451
Michael Berman
226,724,443
474,085
483,451
Anthony W. Deering
226,726,302
472,226
483,451
Jonathan D. Gray
212,044,216
15,154,312
483,451
Nadeem Meghji
212,042,871
15,155,657
483,451
William D. Rahm
225,919,970
1,278,558
483,451
William J. Stein
202,170,107
25,028,421
483,451

Item 2 - Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accountants
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for fiscal 2014.
Votes Cast For
Votes Cast Against
Abstentions
Broker Non-Votes
227,530,559
122,090
29,330
 

Item 3 - Advisory Vote on Executive Compensation
The Company’s stockholders approved, in a non-binding advisory vote, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.
Votes Cast For
Votes Cast Against
Abstentions
Broker Non-Votes
227,016,606
132,806
49,115
483,452

Item 4 - Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
The Company’s stockholders voted, in a non-binding advisory vote, on whether a stockholder vote to approve the compensation paid to the Company’s named executive officers should occur every one, two or three years as set forth below.





1 Year
2 Years
3 Years
Abstentions
225,795,606
1,313
1,278,341
123,267

In light of this vote, the Company intends to include an advisory stockholder vote to approve the compensation paid to its named executive officers every year until the next required vote on the frequency of stockholder votes on the compensation of named executive officers. The Company is required to hold a vote on frequency every six years.







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.
 
 
BRIXMOR PROPERTY GROUP INC.
 
 
By:
/s/Steven F. Siegel
Name:
Steven F. Siegel
Title:
Executive Vice President,
 
General Counsel and Secretary
Date: June 16, 2014