UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 23, 2024

 

 

 

HOWARD HUGHES HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation)

001-41779 (Commission File Number)

93-1869991 (I.R.S. Employer Identification No.)

 

9950 Woodloch Forest Drive, Suite 1100

The Woodlands, Texas 77381

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (281) 719-6100

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common stock $0.01 par value per share		HHH		New York Stock Exchange

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§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.

 

At the annual meeting of stockholders of Howard Hughes Holdings Inc., a Delaware corporation (the “Company”), held on May 23, 2024, the stockholders elected the Company’s Board of Directors (the “Board”) and voted upon two Board proposals contained within the Company’s Proxy Statement, dated April 4, 2024.

 

The Board nominees were elected with the following vote:

 

Nominee		For				Against				Abstentions				Broker Non- Votes
David Eun			42,532,021				19,095				17,922				2,367,697
Adam Flatto			41,597,260				953,793				17,985				2,367,697
Ben Hakim			42,460,427				90,698				17,913				2,367,697
Beth Kaplan			40,194,284				2,355,112				19,642				2,367,697
Allen Model			42,034,590				516,207				18,241				2,367,697
David O’Reilly			42,077,592				473,472				17,974				2,367,697
R. Scot Sellers			41,986,334				565,046				17,658				2,367,697
Seven Shepsman			42,036,908				514,820				17,310				2,367,697
Mary Ann Tighe			41,952,400				597,617				19,021				2,367,697
Anthony Williams			41,947,184				604,019				17,835				2,367,697

 

The stockholders voted on the following proposals and cast their votes as described below:

 

Proposal		For				Against				Abstentions				Broker Non- Votes
An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers			42,220,470				294,552				54,016				2,367,697

 

 

Proposal

For

Against

Abstentions

A vote to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2024

44,919,536

9,863

7,336

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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.

 

	HOWARD HUGHES HOLDINGS INC.
	By:	/s/ Joseph Valane
		Joseph Valane
		General Counsel & Secretary

 

Date: May 24, 2024