STRATUS PROPERTIES INC : Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

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

Stratus Properties Inc. (the "Company" or "Stratus") held its 2021 annual meeting of stockholders (the "Annual Meeting") on June 4, 2021, in Austin, Texas. At the Annual Meeting, the Company's stockholders (1) elected James C. Leslie and Neville L. Rhone, Jr. to serve as Class II directors of the Company, each for a three-year term and until his successor is duly elected and qualified; (2) approved, on an advisory basis, the compensation of the Company's named executive officers; (3) ratified, on an advisory basis, the appointment of BKM Sowan Horan, LLP as the Company's independent registered public accounting firm for the 2021 fiscal year; (4) did not ratify, on an advisory basis, the rights agreement (the "Rights Agreement"), as amended, dated as of September 22, 2020, by and between the Company and Computershare Inc., as rights agent; and (5) approved a stockholder proposal supported by the Company's board of directors (the "Board") requesting that the Board increase its size by one director and appoint Laurie L. Dotter to fill the newly-created vacancy. The Board intends to consider the stockholder vote on the Rights Agreement at its next regular Board meeting in August 2021.

Of the 8,234,828 shares of the Company's common stock outstanding as of the record date, 6,993,277 shares were represented in person or by proxy at the Annual Meeting, and there were no broker non-votes with respect to any of the proposals.

The independent inspector of elections, First Coast Results, Inc., reported and certified the final vote of stockholders as follows:

Proposal No. 1: Election of two Class II director nominees.

  Name                                                      Votes For       Votes Withheld

 James C. Leslie (Stratus nominee)                          3,846,010                929,603
 Neville L. Rhone, Jr. (Stratus nominee)                    4,738,228                 37,385
 Ella Benson (dissident nominee)                            2,214,621                  3,043
 Jamie Eugenio De la Garza Diaz (dissident nominee)         2,134,570                 83,094

Proposal No. 2: Approval, on an advisory basis, of the compensation of the Company's named executive officers.

                      Votes For        Votes Against        Abstentions

                      3,859,801          3,111,242             22,234

Proposal No. 3: Ratification, on an advisory basis, of the appointment of BKM Sowan Horan, LLP as the Company's independent registered public accounting firm for 2021.

                      Votes For        Votes Against        Abstentions

                      6,963,858            7,425               21,994

Proposal No. 4: Ratification, on an advisory basis, of the Rights Agreement, as amended, dated as of September 22, 2020, by and between the Company and Computershare Inc., as rights agent.

                      Votes For        Votes Against        Abstentions

                      3,245,465          3,716,864             30,948

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Proposal No. 5: Stockholder proposal supported by the Board requesting that the Board increase its size by one director and appoint Laurie L. Dotter to fill the newly-created vacancy.

                      Votes For        Votes Against        Abstentions

                      6,903,958           64,270               25,049

Item 8.01. Other Events.

On June 4, 2021, Stratus issued a press release, titled "Stratus Properties Inc. Reports Preliminary Results of 2021 Annual Meeting of Shareholders." A copy of the Company's press release is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit Number           Exhibit Title
  99.1                   Press Release dated June 4, 2021, titled "Stratus Properties Inc. Reports
                         Preliminary Results of 2021 Annual Meeting of Shareholders" (incorporated
                         herein by reference to Exhibit 99.1 to Stratus' Current Report on Form 8-K
                         filed on June 4, 2021).
104                      The cover page from this Current Report on Form 8-K, formatted in Inline
                         XBRL.

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