JBG SMITH Properties 10-Q

ITEM 5. OTHER INFORMATION Trading Arrangements During the three months ended March 31, 2024, 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." Omnibus Share Plan On April 25, 2024, we held our 2024 Annual Meeting of Shareholders (the "Annual Meeting") at which our shareholders approved an amendment (the "Plan Amendment") to the JBG SMITH Properties 2017 Omnibus Share Plan, as amended, (the "Plan") to increase the total number of common shares of beneficial interest reserved for issuance under the Plan by 7.5 million common shares. The material terms and conditions of the Plan have been previously described under Proposal No. 4 in our Definitive Proxy Statement on Schedule 14A (beginning on page 21) filed with the Securities and Exchange Commission (" SEC") on March 13, 2024 (the "Proxy Statement") and Plan Amendment attached as Annex A thereto. The description of the Plan Amendment contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Plan Amendment, which is attached to this Quarterly Report on Form 10-Q as Exhibit 10.9 and incorporated herein by reference . 2024 Annual Meeting Voting Results At the Annual Meeting, our shareholders voted on the (i) election of 10 trustees to our Board of Trustees (the "Board") to serve until our 2025 annual meeting of shareholders, (ii) approval, on a non-binding advisory basis, of the compensation of the named executive officers, (iii) approval, on a non-binding advisory basis, on whether the vote on compensation of named executive officers should occur every one, two or three years, (iv) approval of an amendment to the Plan to increase the number of common shares available for issuance under the Plan and (v) ratification of the appointment of Deloitte & Touche LLP ("Deloitte") as our independent registered public accounting firm for the fiscal year ending December 31, 2024. The proposals are described in detail in our Proxy Statement. The final voting results for each proposal are set forth below. Proposal 1: Election of Trustees At the Annual Meeting, our shareholders elected 10 trustees to our Board to serve until the 2025 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 ​ 73,059,149 ​ 879,318 ​ 12,357 ​ 4,383,782 Scott A. Estes 73,491,985 ​ 415,992 ​ 42,847 ​ 4,383,782 Alan S. Forman 70,126,986 ​ 3,780,842 ​ 42,996 ​ 4,383,782 Michael J. Glosserman 73,466,250 ​ 471,502 ​ 13,072 ​ 4,383,782 W. Matthew Kelly ​ 73,513,331 ​ 425,477 ​ 12,016 ​ 4,383,782 Alisa M. Mall 69,294,636 ​ 4,643,780 ​ 12,408 ​ 4,383,782 Carol A. Melton ​ 73,299,313 ​ 639,029 ​ 12,482 ​ 4,383,782 William J. Mulrow ​ 72,007,090 ​ 1,930,815 ​ 12,919 ​ 4,383,782 D. Ellen Shuman ​ 70,074,935 ​ 3,861,634 ​ 14,255 ​ 4,383,782 Robert A. Stewart ​ 73,294,574 ​ 641,665 ​ 14,585 ​ 4,383,782 ​ 46 Table of Contents 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 49,724,873 24,159,332 66,619 4,383,782 ​ Proposal 3: Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation At the Annual Meeting, our shareholders voted on a non-binding resolution regarding the frequency with which the shareholder advisory vote on executive compensation should be held. The table below sets forth the voting results for this proposal: One Year Two Years Three Years Abstentions 72,154,780 23,038 1,722,890 50,116 ​ Consistent with the advisory vote of our shareholders, our Board determined that we will include a non-binding shareholder advisory vote on executive compensation in our proxy materials every year, until the next required advisory vote on the frequency of shareholder votes on executive compensation, which will occur no later than our annual meeting of shareholders in 2030. Proposal 4: Amendment to the Plan to Increase the Number of Common Shares Available for Issuance Under the Plan At the Annual Meeting, our shareholders voted affirmatively on the Plan Amendment to increase the total number of our common shares reserved for issuance under the Plan by 7.5 million common shares. The table below sets forth the voting results for this proposal: Votes For Votes Against Abstentions Broker Non-Votes 54,021,951 19,897,397 31,476 4,383,782 ​ Proposal 5: 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, 2024. The table below sets forth the voting results for this proposal: Votes For Votes Against Abstentions 76,585,767 1,715,549 33,290 ​ ​ ​ 47 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 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 2024 AO LTIP Unit Agreement (incorporated by reference to Exhibit 10.52 to our Annual Report on Form 10-K, filed on February 20, 2024). 10.2† Form of Agreement Equity Award in Lieu of Annual Cash Bonus (incorporated by reference to Exhibit 10.53 to our Annual Report on Form 10-K, filed on February 20, 2024). 10.3† First Amendment to Second Amended and Restated Employment Agreement, dated as of February 14, 2024, by and between JBG SMITH Properties and Kevin P. Reynolds (incorporated by reference to Exhibit 10.54 to our Annual Report on Form 10-K, filed on February 20, 2024). 10.4† Employment Agreement, dated as of February 14, 2024, by and between JBG SMITH Properties and Evan Regan-Levine (incorporated by reference to Exhibit 10.55 to our Annual Report on Form 10-K, filed on February 20, 2024). 10.5† Employment Agreement, dated as of February 14, 2024, by and between JBG SMITH Properties and David Ritchey (incorporated by reference to Exhibit 10.56 to our Annual Report on Form 10-K, filed on February 20, 2024). 10.6† First Amendment to Amended and Restated Employment Agreement, dated as of February 14, 2024, by and between JBG SMITH Properties and Madhumita Moina Banerjee (incorporated by reference to Exhibit 10.57 to our Annual Report on Form 10-K, filed on February 20, 2024). 10.7† First Amendment to Amended and Restated Employment Agreement, dated as of February 14, 2024, by and between JBG SMITH Properties and Steven A. Museles (incorporated by reference to Exhibit 10.58 to our Annual Report on Form 10-K, filed on February 20, 2024). 10.8† First Amendment to Employment Agreement, dated as of February 14, 2024, by and between JBG SMITH Properties and George Xanders (incorporated by reference to Exhibit 10.59 to our Annual Report on Form 10-K, filed on February 20, 2024). 10.9†** Amendment No. 4 to the JBG SMITH Properties 2017 Omnibus Share Plan, effective April 25, 2024 . 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. 48 Table of Contents ​ ​ Exhibits Description 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. ​ ​ ​ ​ ​ ​ 49 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: April 30, 2024 /s/ M. Moina Banerjee ​ M. Moina Banerjee ​ Chief Financial Officer ​ (Principal Financial Officer) ​ ​ ​ ​ ​ ​ JBG SMITH Properties ​ Date: April 30, 2024 /s/ Angela Valdes ​ Angela Valdes ​ Chief Accounting Officer ​ (Principal Accounting Officer) ​ ​ ​ 50