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
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
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
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
Section 5.07 Submission of Matters to a Vote of Securityholders.
The Annual Meeting took place onMay 11, 2022 . At the Annual Meeting, shareholders voted on the election of 13 nominees for the Company'sBoard 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
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 10.1Kite Realty Group Trust 2013 Equity Incentive Plan, as amended and restated as ofMay 11, 2022 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
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