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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): May 29, 2024
EPR Properties
(Exact name of registrant as specified in its charter)
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| Maryland |
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001-13561 |
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43-1790877 |
(State or other jurisdiction of
incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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| 909 Walnut Street, |
Suite 200 |
| Kansas City, |
Missouri |
64106 |
| (Address of principal executive offices) (Zip Code) |
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Title of each class |
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Trading symbol(s) |
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Name of each exchange on which registered |
| Common shares, par value $0.01 per share |
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EPR |
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New York Stock Exchange |
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| 5.75% Series C cumulative convertible preferred shares, par value $0.01 per share |
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EPR PrC |
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New York Stock Exchange |
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| 9.00% Series E cumulative convertible preferred shares, par value $0.01 per share |
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EPR PrE |
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New York Stock Exchange |
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| 5.75% Series G cumulative redeemable preferred shares, par value $0.01 per share |
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EPR PrG |
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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. o At the 2024 Annual Meeting of Shareholders of EPR Properties (the "Company") held on May 29, 2024, the matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below:
Item 5.07. Submission of Matters to a Vote of Security Holders.
Proposal No. 1
The following nominees for trustees were elected to serve one-year terms expiring in 2025:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
| Peter C. Brown |
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45,664,543 |
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2,716,313 |
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1,495,985 |
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8,022,744 |
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| John P. Case III |
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47,372,129 |
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1,006,895 |
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1,497,817 |
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8,022,744 |
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| James B. Connor |
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41,036,572 |
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7,342,246 |
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1,498,023 |
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8,022,744 |
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| Virginia E. Shanks |
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48,020,462 |
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364,117 |
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1,492,262 |
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8,022,744 |
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| Gregory K. Silvers |
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44,491,793 |
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3,763,163 |
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1,621,885 |
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8,022,744 |
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| Robin P. Sterneck |
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47,038,850 |
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1,342,624 |
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1,495,367 |
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8,022,744 |
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| Lisa G. Trimberger |
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47,362,578 |
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1,021,375 |
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1,492,888 |
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8,022,744 |
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| Caixia Y. Ziegler |
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47,376,658 |
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1,005,509 |
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1,494,674 |
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8,022,744 |
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Proposal No. 2
The shareholders approved the compensation of the Company's named executive officers as presented in the Company's proxy statement on a non-binding, advisory basis:
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| For |
44,455,816 |
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| Against |
3,839,974 |
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| Abstain |
1,581,051 |
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| Broker Non-Vote |
8,022,744 |
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Proposal No. 3
The shareholders approved the ratification of KPMG LLP as the Company's independent registered public accounting firm for 2024:
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| For |
55,849,167 |
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| Against |
1,865,342 |
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| Abstain |
185,076 |
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| Broker Non-Vote |
— |
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SIGNATURES
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.
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EPR PROPERTIES |
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By: |
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/s/ Mark A. Peterson |
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Mark A. Peterson |
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Executive Vice President, Treasurer and Chief Financial
Officer |
Date: May 30, 2024
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