Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 27, 2021, EastGroup Properties, Inc. (the "Company") held its 2021 Annual
Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the
Company's shareholders voted, among other things, to approve the amendment and
restatement of the Company's charter (the "Articles of Amendment and
Restatement") and bylaws (the "Amended and Restated Bylaws") to allow the
Company's bylaws to be amended by a majority of shareholder votes, which right
will be concurrent with the right of the Board of Directors of the Company (the
"Board") to amend the bylaws.
The Articles of Amendment and Restatement amend Section 7 of Article VI of the
Company's charter so that shareholders can amend the bylaws by the affirmative
vote of a majority of all votes entitled to be cast on the matter and amend
Article IX(b) of the charter so that the future amendment or repeal of the bylaw
amendment provision in Article IX of the charter does not require the
affirmative vote of the holders of not less than 80% of all the votes entitled
to be cast on the matter. The Articles of Amendment and Restatement also contain
certain other conforming changes and minor updates.
The Amended and Restated Bylaws amend Article XV of the Company's bylaws to
permit the shareholders of the Company to amend the bylaws by the affirmative
vote of a majority of all votes entitled to be cast on the matter pursuant to a
binding proposal submitted by certain qualifying shareholders. The right to
amend the Amended and Restated Bylaws is subject to additional eligibility,
procedural and disclosure requirements set forth in Article XV of the Amended
and Restated Bylaws. The Amended and Restated Bylaws also contain certain other
conforming changes and minor updates.
The Articles of Amendment and Restatement became effective upon the filing with
the Maryland State Department of Assessments and Taxation on May 28, 2021, and
the Amended and Restated Bylaws were effective concurrently with the acceptance
for record of the Articles of Amendment and Restatement.
The summaries of the Articles of Amendment and Restatement and the Amended and
Restated Bylaws above are qualified in their entirety by the Articles of
Amendment and Restatement and the Amended and Restated Bylaws filed herewith as
Exhibit 3.1 and 3.2 to this report, which are incorporated herein by reference.




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Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's shareholders (i) elected each of D. Pike Aloian, H. Eric Bolton, Jr., Donald F. Colleran, Hayden C. Eaves, III, David H. Hoster II, Marshall A. Loeb, Mary E. McCormick and Katherine M. Sandstrom to the Board, (ii) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021, (iii) approved, on a non-binding advisory basis, the compensation of the Company's named executive officers, and (iv) approved the amendment and restatement of the Company's charter and bylaws to allow the bylaws to be amended by a majority of stockholder votes. The results of the voting for the eight director nominees were as follows:


          Name            Affirmative    Negative    Abstentions     Broker Non-Votes
D. Pike Aloian               31,571,136   4,246,509         27,738            1,910,913
H. Eric Bolton, Jr.          35,521,410     299,022         24,951            1,910,913
Donald F. Colleran           28,664,540   7,155,893         24,950            1,910,913
Hayden C. Eaves, III         34,029,672   1,790,394         25,317            1,910,913
David H. Hoster II           34,389,886   1,430,514         24,983            1,910,913
Marshall A. Loeb             35,318,157     505,318         21,908            1,910,913
Mary E. McCormick            33,714,335   2,109,180         21,868            1,910,913
Katherine M. Sandstrom       35,688,841     134,671         21,871            1,910,913

The results of the voting for the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021 were as follows:

Affirmative Negative Abstentions

36,959,332 772,243 24,721

The results of the non-binding advisory vote on the compensation of the Company's named executive officers were as follows:

Affirmative Negative Abstentions Broker Non-Votes

35,281,528 517,448 46,407 1,910,913

The results of the voting for the amendment and restatement of the Company's charter and bylaws to allow the bylaws to be amended by a majority of stockholder votes were as follows:

Affirmative Negative Abstentions Broker Non-Votes

35,793,021 25,880 26,482 1,910,913

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.
Exhibit No.               Description
  3.1                     Articles of Amendment and Restatement of EastGroup Properties, Inc.
  3.2                     Amended and Restated Bylaws of EastGroup Properties, Inc.
  104                     Cover Page Interactive Data File (embedded within the Inline XBRL
                          document).



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