JBG SMITH Properties 10-Q

ITEM 5. OTHER INFORMATION On May 4, 2023, we held our 2023 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, our shareholders voted on the (i) election of 10 trustees to the Board of Trustees (the "Board") to serve until our 2024 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, 2023. The proposals are described in detail in our Proxy Statement 45 Table of Contents for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 22, 2023. 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 10 trustees to the Board to serve until the 2024 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 ​ 97,084,598 ​ 1,298,479 ​ 60,141 ​ 3,920,563 Scott A. Estes 98,050,072 ​ 272,061 ​ 121,085 ​ 3,920,563 Alan S. Forman 95,022,052 ​ 3,380,709 ​ 40,457 ​ 3,920,563 Michael J. Glosserman 97,905,408 ​ 497,524 ​ 40,286 ​ 3,920,563 W. Matthew Kelly ​ 98,254,982 ​ 147,940 ​ 40,296 ​ 3,920,563 Alisa M. Mall 96,260,581 ​ 2,122,326 ​ 60,311 ​ 3,920,563 Carol A. Melton ​ 97,526,133 ​ 856,705 ​ 60,380 ​ 3,920,563 William J. Mulrow ​ 94,532,875 ​ 3,849,775 ​ 60,568 ​ 3,920,563 D. Ellen Shuman ​ 96,919,290 ​ 1,403,208 ​ 120,720 ​ 3,920,563 Robert A. Stewart ​ 96,717,989 ​ 1,684,056 ​ 41,173 ​ 3,920,563 ​ 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 88,591,869 9,787,656 63,693 3,920,563 ​ Proposal 3: Ratification of the Appointment of Deloitte as our 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, 2023. The table below sets forth the voting results for this proposal: Votes For Votes Against Abstentions 102,048,462 267,935 47,384 ​ 46 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). 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. ​ ​ ​ 47 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 9, 2023 /s/ M. Moina Banerjee ​ M. Moina Banerjee ​ Chief Financial Officer ​ (Principal Financial Officer) ​ ​ ​ ​ ​ ​ JBG SMITH Properties ​ Date: May 9, 2023 /s/ Angela Valdes ​ Angela Valdes ​ Chief Accounting Officer ​ (Principal Accounting Officer) ​ ​ ​ 48