Item 5. Other Information
ITEM 5. OTHER INFORMATION
Trading Arrangements
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."
2025 Annual Meeting Voting Results
On April 24, 2025, we held our 2025 Annual Meeting of Shareholders (the "Annual Meeting"). 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. The proposals are described in detail in our Proxy Statement for the Annual Meeting, which was filed with the SEC on March 12, 2025. The final voting results for each proposal are set forth below.
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Proposal 1: Election of Trustees
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. The table below sets forth the voting results for each trustee nominee:
Nominee
Votes For
Votes Against
Abstentions
Broker Non-Votes
Phyllis R. Caldwell
62,583,890
227,903
1,760,061
6,295,715
Scott A. Estes
62,755,239
74,259
1,742,356
6,295,715
Alan S. Forman
58,686,339
4,143,166
1,742,349
6,295,715
Michael J. Glosserman
62,783,511
45,246
1,743,097
6,295,715
W. Matthew Kelly
62,791,506
37,741
1,742,607
6,295,715
Alisa M. Mall
59,648,562
3,180,692
1,742,600
6,295,715
Carol A. Melton
62,591,070
219,661
1,761,123
6,295,715
William J. Mulrow
61,724,644
1,103,556
1,743,654
6,295,715
D. Ellen Shuman
59,647,139
3,182,141
1,742,574
6,295,715
Robert A. Stewart
62,565,227
234,648
1,771,979
6,295,715
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
50,415,694
12,363,750
1,792,410
6,295,715
Proposal 3: 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, 2025. The table below sets forth the voting results for this proposal:
Votes For
Votes Against
Abstentions
67,927,870
1,166,652
1,773,047
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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 2025 AO LTIP Unit Agreement .
10.2**†
Form of 2025 JBG SMITH Properties Performance LTIP Unit Agreement .
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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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 29, 2025
/s/ M. Moina Banerjee
M. Moina Banerjee
Chief Financial Officer
(Principal Financial Officer)
JBG SMITH Properties
Date:
April 29, 2025
/s/ Angela Valdes
Angela Valdes
Chief Accounting Officer
(Principal Accounting Officer)
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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.