Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.




(e) On April 29, 2021, JBG SMITH Properties (the "Company") held its 2021 Annual
Meeting of Shareholders (the "Annual Meeting") at which the Company's
shareholders approved an amendment (the "Plan Amendment") to the JBG SMITH
Properties 2017 Omnibus Share Plan, as amended (the "2017 Plan"), to increase
the total number of common shares of beneficial interest reserved for issuance
under the 2017 Plan by 8,000,000 shares.



The material terms and conditions of the 2017 Plan have been previously
described under Proposal No. 4 in the Company's   Definitive Proxy Statement on
Schedule 14A   (beginning on page 20) filed with the Securities and Exchange
Commission on March 17, 2021 (the "Proxy Statement"), and in the Plan Amendment
attached as Annex A thereto.

The description of the Plan Amendment contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Plan Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.





(b) The information set forth under Item 5.07 of this Current Report on Form 8-K
regarding compliance by Mr. Steven Roth as a trustee of the Company with the
Company's Corporate Governance Guidelines is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.






On April 29, 2021, the Company held its Annual Meeting. At the Annual Meeting,
the Company's shareholders voted on the (i) election of 12 trustees to the Board
of Trustees (the "Board") to serve until the Company's 2022 annual meeting of
shareholders, (ii) approval, on a non-binding advisory basis, of the
compensation of the named executive officers, (iii) ratification of the
appointment of Deloitte & Touche LLP ("Deloitte") as the Company's independent
registered public accounting firm for the fiscal year ending December 31, 2021
and (iv) approval of the Plan Amendment. The proposals are described in detail
in the Company's Proxy Statement for the Annual Meeting, which was filed with
the Securities and Exchange Commission on March 17, 2021. The final voting
results for each proposal are set forth below.

Proposal 1: Election of Trustees


At the Annual Meeting, shareholders voted on the election of 12 trustees to the
Board to serve until the 2022 annual meeting of shareholders and until their
respective successors have been duly elected and qualified. The table below sets
forth the voting results for each trustee nominee:



Nominee                          Votes For        Votes Against       Abstentions       Broker Non-Votes
Phyllis R. Caldwell              118,622,069          800,978             92,805             3,063,906
Scott A. Estes                   117,986,791         1,469,057            60,004             3,063,906
Alan S. Forman                   113,706,283         5,713,777            95,792             3,063,906
Michael J. Glosserman            113,319,644         6,134,381            61,827             3,063,906
Charles E. Haldeman Jr.          118,059,869         1,396,578            59,405             3,063,906
W. Matthew Kelly                 119,001,260          454,768             59,824             3,063,906
Alisa M. Mall                    118,027,440         1,395,564            92,848             3,063,906
Carol A. Melton                  117,697,954         1,725,237            92,661             3,063,906
William J. Mulrow                117,964,831         1,457,284            93,737             3,063,906
Steven Roth*                     28,750,046          90,706,417           59,389             3,063,906
Ellen Shuman                     118,022,847         1,400,200            92,805             3,063,906
Robert A. Stewart                118,967,566          454,716             93,570             3,063,906




*As noted above, Mr. Roth received less than a majority of the votes cast in
connection with his election to the Board. In accordance with the Company's
Corporate Governance Guidelines, he tendered his offer to resign as trustee on
April 29, 2021.  The Corporate Governance and Nominating Committee and the
Company's Board of Trustees will take the offer to resign under advisement and
will publicly disclose the decision regarding the tendered resignation and the
reasons therefor in accordance with the Corporate Governance Guidelines.

Proposal 2: Advisory Vote on Executive Compensation

At the Annual Meeting, the Company's shareholders voted affirmatively on a non-binding resolution to approve the compensation of the Company's named executive officers. The table below sets forth the voting results for this proposal:





  Votes For        Votes Against       Abstentions       Broker Non-Votes
  108,262,632         10,923,599          329,621             3,063,906

Proposal 3: Ratification of the Appointment of Deloitte as the Company's Independent Registered Public Accounting Firm


At the Annual Meeting, the Company's shareholders ratified the appointment of
Deloitte to serve as the Company's independent registered public accounting firm
for the fiscal year ending December 31, 2021. The table below sets forth the
voting results for this proposal:



  Votes For        Votes Against       Abstentions
  121,361,744         1,138,400            79,614

Proposal 4: Amendment to the 2017 Plan

At the Annual Meeting, the Company's shareholders approved the Plan Amendment. The table below sets forth the voting results for this proposal:





 Votes For        Votes Against       Abstentions       Broker Non-Votes
  76,571,937         42,717,353          226,562             3,063,906

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit
Number                              Exhibit Description

  10.1       Amendment No. 3 to the JBG SMITH Properties 2017 Omnibus Share
           Plan

104        Cover Page Interactive Data File (the cover page XBRL tags are
           embedded in the Inline XBRL document).

© Edgar Online, source Glimpses