Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(i)increase the aggregate number of shares of Alexandria's common stock
available for grant by 2,000,000 shares as of
(ii)extend the termination date to 10 years from the date of stockholder approval of the Amended 1997 Incentive Plan; and
(iii)remove certain references to and provisions regarding Section 162(m) of the Internal Revenue Code of 1986, as amended, that are no longer applicable pursuant to the Tax Cuts and Jobs Act.
A more detailed summary of the changes adopted in the Amended 1997 Incentive
Plan is set forth in Alexandria's definitive proxy statement for the 2022 Annual
Meeting, filed with the
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On and effective
The Articles of Amendment (a) increase the number of shares of common stock, par value$0.01 per share, that the Company is authorized to issue from 200,000,000 shares to 400,000,000 shares and (b) make a corresponding increase in the aggregate par value of all the shares of stock having par value that the Company is authorized to issue. The charter amendment was described in the text of Proposal No. 4 in Alexandria's 2022 Proxy Statement. The charter amendment was declared advisable by the Company's Board of Directors and approved by Alexandria's stockholders at the 2022 Annual Meeting.
The foregoing summary of the Articles of Amendment and the summary contained in the 2022 Proxy Statement do not purport to be completed and are qualified in their entirety by reference to the Articles of Amendment filed as Exhibit 3.1 hereto.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As noted above in Item 5.02, Alexandria held its 2022 Annual Meeting on
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1. Election of Directors
Alexandria's stockholders elected, by the votes indicated below, eight persons to serve as directors of Alexandria until its 2023 Annual Meeting of Stockholders and until their successors are duly elected and qualify. The following table sets forth the results of the voting with respect to each candidate: Director For Against Abstained Broker Non-Vote (1) Joel S. Marcus 125,338,256 21,752,527 81,474 2,829,180 Steven R. Hash 134,739,947 12,291,029 141,281 2,829,180 James P. Cain 95,840,488 50,690,202 641,567 2,829,180 Cynthia L. Feldmann 138,974,729 8,059,886 137,642 2,829,180 Maria C. Freire, Ph.D. 103,004,490 43,527,592 640,175 2,829,180 Jennifer Friel Goldstein 145,710,467 1,321,567 140,223 2,829,180 Richard H. Klein 134,043,161 12,987,475 141,621 2,829,180 Michael A. Woronoff 102,658,932 43,871,907 641,418 2,829,180
(1) Broker non-votes represent proxies that are uninstructed on a proposal and submitted by brokers or other nominees who lack discretionary authority to vote on the proposal absent instructions from the beneficial owner of shares of stock.
2. Amendment and Restatement of the Amended 1997 Incentive Plan
Alexandria's stockholders voted to approve the amendment and restatement of the Amended 1997 Incentive Plan, as disclosed in Alexandria's 2022 Proxy Statement. 138,966,477 votes were cast "for" the approval, 8,177,765 votes were cast "against" the approval, and 28,015 votes abstained. Additionally, there were 2,829,180 broker non-votes for this proposal.
3. Non-binding Advisory Vote to Approve the Compensation of the Company's Named Executive Officers
Alexandria's stockholders voted, on a non-binding, advisory basis, to approve the compensation of its named executive officers, as disclosed in Alexandria's 2022 Proxy Statement. 137,461,722 votes were cast "for" the approval, 9,673,792 votes were cast "against" the approval, and 36,743 votes abstained. Additionally, there were 2,829,180 broker non-votes for this proposal.
4. Amendment of Charter to Increase the Number of Authorized Shares of Common Stock
Alexandria's stockholders voted to approve the amendment of charter to increase the number of authorized share of common stock that the Company is authorized to issue from 200,000,000 to 400,000,000 shares, as disclosed in Alexandria's 2022 Proxy Statement. 137,951,468 votes were cast "for" the approval, 11,987,391 votes were cast "against" the approval, and 20,555 votes abstained. Additionally, there were 42,023 broker non-votes for this proposal.
5. Ratification of Appointment of Independent Public Registered Accountants
Alexandria's stockholders voted to ratify the appointment of
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Exhibit Title 3.1 Articles of Amendment of the Company, datedMay 18, 2022 .Alexandria Real Estate Equities, Inc. Amended and Restated 1997 Stock Award 10.1 and Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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