Item 5.07 Submission Of Matters To A Vote Of Security Holders.
On June 2, 2022, Pennsylvania Real Estate Investment Trust (the "Trust") called
to order its 2022 Annual Meeting of Shareholders (the "Annual Meeting"). At that
time, a majority of the Trust's common shares of beneficial interest (the
"Common Shares") entitled to vote were present (virtually or represented by
proxy) at the meeting and, accordingly, the business to be considered by the
holders of the Trust's Common Shares (the "Common Shareholders") was conducted
and completed. However, at the time the Annual Meeting was convened, there were
not present (virtually or represented by proxy) a sufficient number of the
Trust's issued and outstanding 7.375% Series B Cumulative Redeemable Perpetual
Preferred Shares (the "Series B Preferred"), the Trust's 7.20% Series C
Cumulative Redeemable Perpetual Preferred Shares (the "Series C Preferred"), and
the Trust's 6.875% Series D Cumulative Redeemable Perpetual Preferred Shares
(the "Series D Preferred," and, together with the Series B Preferred and the
Series C Preferred, the "Outstanding Preferred Shares") to constitute a quorum
of the Outstanding Preferred Shares for the Annual Meeting. As previously
disclosed in our proxy statement for the Annual Meeting, with respect to the
proposal set forth in the Trust's proxy statement to be voted on by holders of
the Outstanding Preferred Shares to fill the two additional trustee positions
created on the Trust's Board of Trustees by virtue of the terms of the
designating amendments to the Trust's trust agreement designating the rights,
preferences, privileges, qualifications, limitations and restrictions of the
Outstanding Preferred Shares (the "Preferred Trustee Election Proposal"), a
majority of the Outstanding Preferred Shares, voting as a single class, must be
present (virtually or represented by proxy) at the meeting to constitute a
quorum. Accordingly, after having conducted and completed the business to be
considered by the Common Shareholders, the Annual Meeting was adjourned until
August 2, 2022 at 11:00 a.m. Eastern Time solely to consider the Preferred
Trustee Election Proposal at such reconvened meeting.
At the Annual Meeting, three matters were submitted to a vote by the Common
Shareholders. The voting results for the matters submitted to the Common
Shareholders were as follows:
1. The Trust's Common Shareholders elected the following nominees as trustees,
each to hold office until the Annual Meeting of Shareholders to be held in 2023
and until their respective successors have been duly elected and have qualified,
by the vote set forth below:
Nominee Votes For Withheld Broker Non-Votes
George J. Alburger, Jr. 19,347,503 3,203,451 28,167,553
Joseph F. Coradino 18,547,443 4,003,511 28,167,553
Michael J. DeMarco 18,749,310 3,801,644 28,167,553
JoAnne A. Epps 19,261,323 3,289,631 28,167,553
Mark E. Pasquerilla 19,050,873 3,500,081 28,167,553
Charles P. Pizzi 18,726,743 3,824,211 28,167,553
John J. Roberts 19,086,730 3,464,224 28,167,553
2. The Trust's Common Shareholders approved, on an advisory basis, the Trust's
executive compensation as disclosed in the Proxy Statement, as follows:
Votes For Votes Against Abstentions Broker Non-Votes
13,299,170 8,613,845 637,939 28,167,553
3. The Trust's Common Shareholders ratified the Audit Committee's selection of
BDO USA, LLP as the Trust's independent auditor for 2022, as follows:
Votes For Votes Against Abstentions
46,006,675 3,400,068 1,311,764
--------------------------------------------------------------------------------
Item 8.01 Other Events.
As discussed above, after having conducted and concluded the business to be
considered by the Common Shareholders, due to the lack of quorum for the
Preferred Trustee Election Proposal, the Annual Meeting was adjourned until
August 2, 2022 at 11:00 a.m. Eastern Time in order to allow for more time for
voting on the Preferred Trustee Election Proposal. The record date for the
Annual Meeting remains the close of business on April 11, 2022. Only record
holders of the Outstanding Preferred Shares as of the record date are entitled
to and are being requested to vote. Proxies previously submitted by holders of
the Outstanding Preferred Shares in respect of the Annual Meeting will be voted
at the adjourned Annual Meeting unless properly revoked, and holders of the
Outstanding Preferred Shares who have previously submitted a proxy or otherwise
voted need not take any action. Holders of the Trust's Outstanding Preferred
shares as of the close of business on April 11, 2022 who have not yet voted may
do so via the internet or by phone up until August 1, 2022, at 11:59 p.m.
Eastern Time. The business to be considered by the holders of the Trust's Common
Shares was completed and there is no action to be taken by Common Shareholders
at this time.
A notice of internet availability of proxy materials containing instructions on
how to access the definitive proxy statement was mailed to shareholders entitled
to vote at the Annual Meeting. No changes have been made in the Preferred
Trustee Election Proposal to be voted on by holders of the Outstanding Preferred
Shares at the Annual Meeting. All of holders of the Outstanding Preferred Shares
are encouraged to read the definitive proxy statement we filed with the
Securities and Exchange Commission on April 22, 2022 and other proxy materials
relating to the Annual Meeting, which are available free of charge on the
Securities Exchange Commission's website at www.sec.gov. PREIT's shareholders
may also obtain, without charge, a copy of the definitive proxy statement and
other relevant filed documents by directing a request by mail to PREIT, One
Commerce Square, 2005 Market Street, Suite 1000, Philadelphia, Pennsylvania
19103, or from the Company's website, https:// www.preit.com.
A form of Restricted Share Unit and Dividend Equivalent Rights Award Notice to
be issued to non-employee trustees pursuant to the Trust's Amended and Restated
2018 Equity Incentive Plan is included as an exhibit to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Form of Restricted Share Unit and Dividend Equivalent Rights Award
Notice
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
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.
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
Date: June 8, 2022 By: /s/ Lisa M. Most
Lisa M. Most
Executive Vice President, Secretary and General Counsel
© Edgar Online, source Glimpses