OTHER INFORMATION
−Removed: On May 4, 2023, we held our 2023 Annual Meeting of Shareholders (the "Annual Meeting").
−Removed: 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.
−Removed: The proposals are described in detail in our Proxy Statement
−Removed: for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 22, 2023.
−Removed: The final voting results for each proposal are set forth below.
−Removed: Election of Trustees
−Removed: 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.
−Removed: The table below sets forth the voting results for each trustee nominee:
−Removed: Votes Against
−Removed: Broker Non-Votes
−Removed: Matthew Kelly
−Removed: Advisory Vote on Executive Compensation
−Removed: At the Annual Meeting, our shareholders voted affirmatively on a non-binding resolution to approve the compensation of our named executive officers.
−Removed: The table below sets forth the voting results for this proposal:
−Removed: Votes Against
−Removed: Broker Non-Votes
−Removed: Ratification of the Appointment of Deloitte as our Independent Registered Public Accounting Firm
−Removed: 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.
−Removed: The table below sets forth the voting results for this proposal:
−Removed: Votes Against
+Added: Trading Arrangements
+Added: During the three months ended June 30, 2023 , 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 10b5-1 trading arrangement."
+Added: Second Amended and Restated Bylaws
+Added: On August 3, 2023, our Board of Trustees (the "Board") amended and restated our Amended and Restated Bylaws (the "Second Amended and Restated Bylaws"), effective immediately, to:
+Added: (i) expressly provide for the ability of stockholders to participate in meetings of stockholders by electronic transmission, (ii) require any shareholder directly or indirectly soliciting proxies from other shareholders to use a proxy card color other than white, (iii) implement and update the procedure and information requirements for the nominations of persons for election to the Board, including to address matters relating to the new universal proxy rules set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended, (iv) revise the information required to be included in or updated in a shareholder's notice regarding nomination of a trustee for election or reelection, (v) clarifying the instances in which a shareholder’s notice regarding nomination of a trustee for election or reelection may be disregarded and (vi) make certain other administrative, clarifying and conforming and/or immaterial changes throughout.
+Added: The foregoing description of the Second Amended and Restated Bylaws is not complete and is qualified in its entirety by reference to the Second Amended and Restated Bylaws, which are filed as Exhibit 3.4 hereto in unmarked form, and as Exhibit 3.5 hereto in redline form marking the amendments described above, and are incorporated herein by reference.
(a) Exhibit Index
2 unchanged sentences
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).
−Removed: 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).
+Added: Second Amended and Restated Bylaws of JBG SMITH Properties, effective August 3, 2023.
+Added: Second Amended and Restated Bylaws of JBG SMITH Properties, effective August 3, 2023 (redline).
+Added: Amended and Restated Credit Agreement, dated as of June 29, 2023, by and among JBG SMITH Properties LP, as Borrower, the financial institutions party thereto as lenders, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on June 29, 2023).
+Added: Second Amendment to Credit Agreement, dated as of July 24, 2023, 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 July 28, 2023) .
+Added: First Amendment to Credit Agreement, dated as of July 24, 2023, 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 - K, filed on July 28, 2023) .
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.
11 unchanged sentences
JBG SMITH Properties
+Added: August 8, 2023
Moina Banerjee
3 unchanged sentences
JBG SMITH Properties
+Added: August 8, 2023
/s/ Angela Valdes
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.