Item 5. Other Information
ITEM 5. OTHER INFORMATION
On April 29, 2022, we held our 2022 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, our shareholders voted on the (i) election of 11 trustees to the Board of Trustees (the “Board”) to serve until our 2023 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 accounting firm for the fiscal year ending December 31, 2022. The proposals are described in detail in our Proxy Statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 17, 2022. 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 11 trustees to the Board to serve until the 2023 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
102,870,592
7,597,227
26,274
4,735,771
Scott A. Estes
108,333,419
2,130,614
30,060
4,735,771
Alan S. Forman
104,618,574
5,847,550
27,969
4,735,771
Michael J. Glosserman
104,193,298
6,273,694
27,101
4,735,771
Charles E. Haldeman Jr.
108,592,581
1,874,130
27,382
4,735,771
W. Matthew Kelly
109,693,910
772,218
27,965
4,735,771
Alisa M. Mall
108,641,916
1,825,885
26,292
4,735,771
Carol A. Melton
106,079,393
4,388,424
26,276
4,735,771
William J. Mulrow
108,400,748
2,065,502
27,843
4,735,771
D. Ellen Shuman
108,648,799
1,818,942
26,352
4,735,771
Robert A. Stewart
108,483,937
1,981,280
28,876
4,735,771
Proposal 2: Advisory Vote on Executive Compensation
At the Annual Meeting, our shareholders did not approve, on a non-binding advisory basis, 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
48,643,746
56,754,328
5,096,019
4,735,771
Proposal 3: Ratification of the Appointment of Deloitte as the Company’s 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, 2022. The table below sets forth the voting results for this proposal:
Votes For
Votes Against
Abstentions
113,447,306
1,755,294
27,264
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Table of Contents
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
Amended and Restated Bylaws of JBG SMITH Properties (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on February 21, 2020).
10.1
Third Amendment to Credit Agreement, dated as of January 14, 2022, by and among JBG SMITH Properties LP, as Borrower, the financial institutions party thereto as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on January 14, 2022.)
10.2
Credit Agreement, dated as of January 14, 2022 by and among JBG SMITH Properties LP, as Borrower, the financial institutions party thereto as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on January 14, 2022.)
10.3†
Form of AO LTIP Unit Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on January 5, 2022).
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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Table of Contents
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 3, 2022
/s/ M. Moina Banerjee
M. Moina Banerjee
Chief Financial Officer
(Principal Financial Officer)
JBG SMITH Properties
Date:
May 3, 2022
/s/ Angela Valdes
Angela Valdes
Chief Accounting Officer
(Principal Accounting Officer)
47
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.