KITE REALTY GROUP TRUST: Change of Directors or Principal Officers, Submission of Matters to Securityholder Voting, Financial Statements and Exhibits (Form 8-K)

Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.


Equity Incentive Plan


Board of directors (the “Council”) of Kite Real Estate Group Trust (the “Company”) has adopted the Kite Real Estate Group Trust 2013 Stock Incentive Plan, as amended and restated (the “Amended and Restated Stock Incentive Plan”) on March 21, 2022and it was approved by the shareholders of the Company at the 2022 annual meeting of shareholders of the Company on May 11, 2022 (the “Annual Meeting”), as described below in Item 5.07 of this Current Report on Form 8-K.

The following description of certain terms of the Amended and Restated Share Plan is qualified in its entirety by reference to the full text of the Amended and Restated Share Plan, which is attached hereto as Schedule 10.1 and incorporated herein by reference.

Term. The modified and updated action plan will automatically end on
May 10, 2032 (on the day before the tenth anniversary of shareholder approval at the annual meeting), unless earlier terminated by the board or otherwise in accordance with the terms of the amended and restated stock plan .

Eligible Entrants. Awards may be granted under the Amended and Restated Equity Plan to employees, directors or trustees of the Company or its affiliates, or to consultants or advisers (who are individuals, who provide services in good faith to the Company or its affiliates, and whose services are unrelated to the offering or sale of securities by the Company in a capital-raising transaction and do not promote or maintain a market for the common shares of the Company).

Awards. The following types of awards may be made under the Amended and Restated Equity Plan, subject to the limitations set out in the Plan:

stock options, which can be either incentive stock options or non-qualified options

stock options;

· Sharing Appreciation Rights or “SAR”;

· restricted shares;

· restricted share units (or share units) and deferred share units;

· performance-based rewards;

· rights equivalent to dividends;

· free actions;

· other share-based awards;

· long-term incentive units (or “LTIP units”);

· “appreciation only” LTIP units (or “LTIP AO units”); and

 · cash incentive awards.



Shares available for issuance. Subject to the adjustments provided for in the Amended and Restated Share Plan, the maximum number of Common Shares reserved for issuance under the Amended and Restated Share Plan is equal to:

· 6,000,000 ordinary shares; more

the number of ordinary shares available for future grants under Equity 2004

Incentive plan (the “2004 Plan”) as of May 8, 2013 (the “Effective Date”); more

the number of common shares subject to outstanding grants under the 2004 plan

   as of the Effective Date that thereafter terminate by expiration, forfeiture,
   cancellation or otherwise without the issuance of such shares and thereafter
   become available for issuance (together with the preceding two common share
   totals, the "2013 Plan Shares"); plus

6,000,000 common stock equivalents, which is a pool of fungible shares representing

up to 32,100,000 common shares, depending on the number of full-value awards

and awards with no full value granted under the Amended and Restated Equity Plan.

A description of the material terms of the Amended and Restated Stock Plan is set forth in Proposal 4, under the heading “Summary of Material Terms of the Amended and Restated Stock Plan” in the 2022 Management Proxy Circular of the company, registered with the SECOND on March 29, 2022 .

Section 5.07 Submission of Matters to a Vote of Securityholders.



The Annual Meeting took place on May 11, 2022. At the Annual Meeting,
shareholders voted on the election of 13 nominees for the Company's Board of
Trustees to serve one-year terms expiring at the 2023 annual meeting of
shareholders. The shares voted for, against, and abstaining as to each nominee
were as follows:



Nominee                      For            Against         Abstain
John A. Kite              174,029,058       12,863,794       134,491
William E. Bindley        173,996,802       12,892,313       138,228
Bonnie S. Biumi           181,160,687        5,745,445       121,211
Derrick Burks             180,755,835        6,136,795       134,713
Victor J. Coleman         180,246,313        6,647,011       134,019
Gerald M. Gorski          180,085,233        6,782,595       159,515
Steven P. Grimes          107,474,489       79,397,102       155,752
Christie B. Kelly         180,413,382        6,491,823       122,138
Peter L. Lynch            180,093,797        6,804,222       129,324
David R. O'Reilly         180,743,316        6,144,326       139,701
Barton R. Peterson        171,669,632       14,679,815       677,896
Charles H. Wurtzebach     180,689,813        6,195,464       142,066
Caroline L. Young         176,825,187       10,068,870       133,286



* There were a total of 9,378,104 non-broker votes for each trustee nominee.

At the annual meeting, shareholders voted on a non-binding resolution to approve the compensation of the Corporation’s Named Executive Officers. The actions that voted for, against and abstaining on this proposal were as follows:



                                                       For            Against         Abstain
Advisory vote on named executive officer
compensation                                        174,520,155       12,259,537        247,651



There were a total of 9,378,104 no-vote votes from brokers related to the advisory vote* on executive compensation.

At the general meeting, the shareholders voted in favor of the appointment of KPMG srl to act as an independent registered accounting firm for the Company for the financial year ending December 31, 2022. The actions that voted for, against and abstaining on this proposal were as follows:



                                                       For            Against        Abstain
Ratification of the appointment of KPMG LLP as
the independent registered public accounting
firm for the Company for the fiscal year ending
December 31, 2022                                   191,217,500       5,034,121        153,826



At the annual meeting, shareholders voted to approve the amended and restated stock plan. The actions that voted for, against and abstaining on this proposal were as follows:



                                                        For            Against         Abstain

Approval of the Amended and Revised Action Plan 170,930,471 15,858,332 238,540

* There were a total of 9,378,104 no-vote votes from voting-related brokers to approve the Amended and Restated Stock Plan.

Item 9.01 Financial statements and supporting documents.


(d) Exhibits



Exhibit Number                               Description
  10.1             Kite Realty Group Trust 2013 Equity Incentive Plan, as amended and
                 restated as of May 11, 2022
104              Cover Page Interactive Data File (the cover page XBRL tags are
                 embedded within the Inline XBRL document)

© Edgar Online, source Previews

Comments are closed.