Item 5. Other Information
ITEM 5. OTHER INFORMATION
Trading Arrangements
Except for the below, during the three months ended March 31, 2026, none of our officers or trustees adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10 b5-1(c) or any "non-Rule 10 b5-1 trading arrangement."
On December 12, 2025 , Robert A. Stewart , our former trustee, adopted a trading arrangement for the sale of our common shares that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a "Rule 10b-5 Trading Plan"). Mr. Stewart’s Rule 10b-5 Trading Plan, which provided for the sale of up to 200,000 common shares pursuant to the terms of the plan, starting on March 16, 2026 and expiring on December 31, 2026, was terminated on February 26, 2026 , in accordance with the terms of the plan.
2026 Annual Meeting Voting Results
On April 30, 2026, we held our 2026 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, our shareholders voted on the (i) election of eight trustees to our Board of Trustees (the "Board") to serve until our 2027 annual meeting of shareholders, (ii) approval, on a non-binding advisory basis, of the compensation of the named executive officers and (iii) ratification of the appointment of Deloitte & Touche LLP ("Deloitte") as our independent registered public
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accounting firm for the fiscal year ending December 31, 2026. The proposals are described in detail in our Proxy Statement for the Annual Meeting, which was filed with the SEC on March 18, 2026. The final voting results for each proposal are set forth below.
Proposal 1: Election of Trustees
At the Annual Meeting, our shareholders elected eight trustees to our Board to serve until the 2027 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
60,679,207
532,659
173,563
3,642,010
Scott A. Estes
60,995,494
378,237
11,698
3,642,010
Alan S. Forman
60,303,933
1,041,459
40,037
3,642,010
Michael J. Glosserman
60,809,390
564,703
11,336
3,642,010
W. Matthew Kelly
60,228,843
1,118,432
38,154
3,642,010
Alisa M. Mall
60,612,848
564,799
207,782
3,642,010
William J. Mulrow
60,452,069
923,943
9,417
3,642,010
D. Ellen Shuman
60,897,584
476,385
11,460
3,642,010
Proposal 2: Advisory Vote on Executive Compensation
At the Annual Meeting, our shareholders voted affirmatively on a non-binding resolution to approve the compensation of our named executive officers. The table below sets forth the voting results for this proposal:
Votes For
Votes Against
Abstentions
Broker Non-Votes
58,745,931
2,118,908
520,590
3,642,010
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm
At the Annual Meeting, our shareholders ratified the appointment of Deloitte to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The table below sets forth the voting results for this proposal:
Votes For
Votes Against
Abstentions
64,326,460
647,088
53,891
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ITEM 6. EXHIBITS
(a) Exhibit Index
Exhibits
Description
3.1
Declaration of Trust of JBG SMITH Properties, as amended and restated (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on July 21, 2017).
3.2
Articles Supplementary to Declaration of Trust of JBG SMITH Properties (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on March 6, 2018).
3.3
Articles of Amendment to Declaration of Trust of JBG SMITH Properties (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K, filed on May 3, 2018).
3.4
Articles Supplementary Establishing and Fixing the Rights and Preferences of a Class of Shares of Beneficial Interest (incorporated by reference to Exhibit 3.4 in our Quarterly Report on Form 10-Q, filed on October 28, 2025).
3.5
Second Amended and Restated Bylaws of JBG SMITH Properties, effective August 3, 2023 (incorporated by reference to Exhibit 3.4 in our Current Report on Form 10-Q, filed on August 8, 2023) .
10.1†
Form of 2026 JBG SMITH Properties Performance LTIP Unit Agreement (incorporated by reference to Exhibit 10.50 to our Annual Report on Form 10-K, filed on February 17, 2026).
31.1**
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended and Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended and 18 U.S.C 1350, as created by Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema
101.CAL
Inline XBRL Extension Calculation Linkbase
101.LAB
Inline XBRL Extension Labels Linkbase
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
**
Filed herewith.
†
Denotes a management contract or compensatory plan, contract or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
JBG SMITH Properties
Date:
May 5, 2026
/s/ M. Moina Banerjee
M. Moina Banerjee
Co-President and Chief Financial Officer
(Principal Financial Officer)
JBG SMITH Properties
Date:
May 5, 2026
/s/ Angela Valdes
Angela Valdes
Chief Accounting Officer
(Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.