Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. OnMay 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 theMaryland State Department of Assessments and Taxation onMay 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. 2 of 4 Pages
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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
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
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 ofEastGroup Properties, Inc. 3.2 Amended and Restated Bylaws ofEastGroup Properties, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 of 4 Pages
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