Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 23, 2023 the Board of Directors (the Board) of Stratus Properties Inc.
(Stratus), upon the recommendation of the Nominating and Corporate Governance
Committee of the Board, reclassified Charles W. Porter from a Class III director
with a term expiring at the 2025 annual meeting of stockholders to a Class II
director with a term expiring at the 2024 annual meeting of stockholders, or
until his successor is elected and qualified. Mr. Porter resigned as a Class III
director and was reappointed as a Class II director in order to fill the vacancy
resulting from James C. Leslie's retirement in November 2022 and to rebalance
the class sizes to be as nearly equal in number as possible as required by
Stratus' Amended and Restated Certificate of Incorporation, as amended.
Following Mr. Porter's reclassification and upon the recommendation of the
Nominating and Corporate Governance Committee, the Board also decreased the size
of the board of directors from eight directors to seven directors.
Accordingly, Stratus' directors are currently classified into the following
three classes:
•Class I directors are Laurie L. Dotter, James E. Joseph and Michael D. Madden,
and their terms will expire at the 2023 annual meeting of stockholders.
•Class II directors are Charles W. Porter and Neville L. Rhone, Jr., and their
terms will expire at the 2024 annual meeting of stockholders.
•Class III directors are William H. Armstrong III and Kate B. Henriksen, and
their terms will expire at the 2025 annual meeting of stockholders.
Each director will hold office until that director's successor is elected and
qualified.
Mr. Porter will continue to serve as the designated director of LCHM Holdings,
LLC, pursuant to an Investor Rights Agreement between Stratus and Moffett
Holdings, L.L.C., dated March 15, 2012, which was subsequently assigned to LCHM
Holdings, LLC. Mr. Porter is not a member of any of the Board's standing
committees. Mr. Porter will continue to receive compensation for his Board
service in accordance with Stratus' standard compensation arrangements for
non-employee directors, which are described in and incorporated herein by
reference from Stratus' Definitive Proxy Statement on Schedule 14A filed with
the Securities and Exchange Commission on April 8, 2022, under the heading
"Director Compensation" .
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