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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2025

SERITAGE GROWTH PROPERTIES
(Exact name of Registrant as Specified in Its Charter)


Maryland
001-37420
38-3976287
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
     
500 Fifth Avenue, Suite 1530
New York, New York
  
10110
(Address of Principal Executive Offices)
  
(Zip Code)
Registrant’s Telephone Number, Including Area Code: 212 355-7800
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:


Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Class A common shares of beneficial interest, par value $0.01 per share
  
SRG
  
New York Stock Exchange
7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share
  
SRG-PA
  
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (* 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (* 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐






Item 5.07. Submission of Matters to a Vote of Security Holders.

 On June 10, 2025, the Company held its annual meeting of shareholders. The meeting was held to vote on the matters described below.
 1. Election of trustees. John T. McClain, Adam Metz, Talya Nevo-Hacohen, Mitchell Sabshon, Allison L. Thrush and Mark Wilsmann stood for re-election as trustees of the Company for a term ending at the 2026 annual meeting of shareholders. Under the Company’s bylaws, the affirmative vote of at least two-thirds of all the votes cast at a meeting of shareholders at which a quorum is present is required to elect a trustee. The votes on this matter were as follows, in which all such trustees of the Company received the required two-thirds of all the votes cast:
Name
  
For
  
Against
  
Abstain
  
Broker Non-Vote
John T. McClain
  
14,817,683
  
6,807,530
  
119,764
  
7,411,389
Adam Metz
  
20,331,705
  
1,293,508
  
119,764
  
7,411,389
Talya Nevo-Hacohen
  
15,776,320
  
5,848,792
  
119,865
  
7,411,389
Mitchell Sabshon
  
15,295,518
  
6,329,695
  
119,764
  
7,411,389
Allison L. Thrush
  
15,747,309
  
5,878,654
  
119,014
  
7,411,389
Mark Wilsmann
  
15,874,602
  
5,751,638
  
118,737
  
7,411,389
 2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025. The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025. Ratification of the appointment of our independent registered public accounting firm required the affirmative vote of a majority of votes at the annual meeting. The votes on this matter were as follows:
For
  
Against
  
Abstain
  
Broker Non-Vote
28,642,305
  
357,875
  
156,186
  
0

3. Approval of an advisory, non-binding, resolution to approve the Company’s executive compensation program for the Company’s named executive officers. The shareholders rejected an advisory, non-binding, resolution to approve the Company’s executive compensation program for the Company’s named executive officers. Approval of this advisory, non-binding, resolution would have required the affirmative vote of a majority of votes at the annual meeting. The votes on this matter were as follows:
For
  
Against
  
Abstain
  
Broker Non-Vote
10,223,150
  
10,924,298
  
597,529
  
7,411,389

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.  Description
104 Cover Page Interactive Data File (embedded within Inline XBRL document)




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
SERITAGE GROWTH PROPERTIES

  
 
By:
/s/ Matthew Fernand
  
   
Matthew Fernand
  
   
Chief Legal Officer
  

Date: June 11, 2025