OTHER INFORMATION
−Removed: Kevin ("Kai") Reynolds Retirement Agreement
−Removed: On October 24, 2024, Mr.
−Removed: Reynolds elected to retire from his position as Chief Development Officer of JBG SMITH, effective as of December 31, 2024 (the "Retirement Date").
−Removed: Additionally, on October 24, 2024, Mr.
−Removed: Reynolds and JBG SMITH entered into a Retirement and Consulting Agreement (the "Retirement Agreement"), pursuant to which, following the Retirement Date, Mr.
−Removed: Reynolds will continue as a consultant of JBG SMITH until the earlier of June 30, 2025 and the date on which the Retirement Agreement is terminated in accordance with its terms (the "Consulting Term").
−Removed: During the Consulting Term, Mr.
−Removed: Reynolds will be entitled to a consulting fee of $41,667 per month and the provision of consulting services during the Consulting Term will serve as the remainder of Mr.
−Removed: Reynold's retirement notice period under certain of his outstanding equity award agreements, such that the retirement provisions of such awards will take effect on
−Removed: April 24, 2025.
−Removed: Pursuant to the terms of the Retirement Agreement, and subject to Mr.
−Removed: Reynolds’s execution and non-revocation of a release agreement at the commencement of the Consulting Term, Mr.
−Removed: Reynolds will receive an annual bonus determined based on JBG SMITH’s actual 2024 performance as determined by the Compensation Committee of the Board of Trustees of JBG SMITH, paid at the time bonuses are paid to similarly situated employees of JBG SMITH.
−Removed: Reynolds will also receive health care continuation for 18 months.
−Removed: Subject to Mr.
−Removed: Reynolds’s execution and non-revocation of an additional release agreement at the end of the Consulting Term, notwithstanding the terms of the Formation Units in JBG SMITH LP granted to Mr.
−Removed: Reynolds on July 18, 2017, such Formation Units will remain convertible into LTIP Units of JBG SMITH LP in accordance with the terms of such Formation Units until the tenth anniversary of their grant date.
−Removed: Receipt of the foregoing benefits is contingent upon Mr.
−Removed: Reynolds satisfying certain customary conditions as required by each of (i) the Second Amended and Restated Employment Agreement entered into by JBG SMITH and Mr.
−Removed: Reynolds dated as of February 8, 2021, as further amended by the First Amendment dated as of February 14, 2024 and (ii) the Retirement Agreement.
−Removed: Following his separation, Mr.
−Removed: Reynolds will continue to be subject to certain restrictive covenants, including non-competition and non-solicitation covenants.
−Removed: Pursuant to the terms of the Retirement Agreement, JBG SMITH may terminate the Retirement Agreement for cause and Mr.
−Removed: Reynolds may terminate the Retirement Agreement for any reason or no reason.
−Removed: The foregoing description of the Retirement Agreement is a summary only and is qualified in its entirety by reference to its full text, a copy of which is attached hereto as Exhibit 10.1.
Trading Arrangements
−Removed: During the three months ended September 30, 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 10b5-1 (c) or any " non-Rule 10b5-1 trading arrangement."
+Added: During the three months ended March 31, 2025, 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 10b5-1 (c) or any " non-Rule 10b5-1 trading arrangement."
+Added: 2025 Annual Meeting Voting Results
+Added: On April 24, 2025, we held our 2025 Annual Meeting of Shareholders (the "Annual Meeting").
+Added: 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 2026 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, 2025.
+Added: The proposals are described in detail in our Proxy Statement for the Annual Meeting, which was filed with the SEC on March 12, 2025.
+Added: The final voting results for each proposal are set forth below.
+Added: Election of Trustees
+Added: At the Annual Meeting, our shareholders elected 10 trustees to our Board to serve until the 2026 annual meeting of shareholders and until their respective successors have been duly elected and qualified.
+Added: The table below sets forth the voting results for each trustee nominee:
+Added: Votes Against
+Added: Broker Non-Votes
+Added: Matthew Kelly
+Added: Advisory Vote on Executive Compensation
+Added: At the Annual Meeting, our shareholders voted affirmatively on a non-binding resolution to approve the compensation of our named executive officers.
+Added: The table below sets forth the voting results for this proposal:
+Added: Votes Against
+Added: Broker Non-Votes
+Added: Ratification of the Appointment of Independent Registered Public Accounting Firm
+Added: 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, 2025.
+Added: The table below sets forth the voting results for this proposal:
+Added: Votes Against
(a) Exhibit Index
3 unchanged sentences
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) .
−Removed: Retirement and Consulting Agreement, dated as of October 24, 2024, by and between JBG SMITH Properties and Kevin Reynolds.
+Added: Form of 2025 AO LTIP Unit Agreement .
+Added: Form of 2025 JBG SMITH Properties Performance LTIP Unit Agreement .
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.
12 unchanged sentences
JBG SMITH Properties
−Removed: October 29, 2024
+Added: April 29, 2025
Moina Banerjee
3 unchanged sentences
JBG SMITH Properties
−Removed: October 29, 2024
+Added: April 29, 2025
/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.