UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
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 21, 2022 (
(Exact Name of Registrant as Specified in Charter)
| (State
or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS
Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
(Exact Name of Registrant as Specified in Charter)
| (State
or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS
Employer Identification No.) |
(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 (see General Instruction A.2. below):
| 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 | ||
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. |
(a) On June 15, 2022, Veris Residential, Inc. (the “Company”), the general partner of Veris Residential, L.P. through which the Company conducts its business, held the 2022 annual meeting of the Company’s stockholders (the “Annual Meeting”) to (i) elect eight members of the Board, (ii) hold a non-binding advisory vote to approve the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting, and (iii) ratify the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
(b) At the Annual Meeting, the Company’s stockholders elected the following eight directors, each to serve a one-year term ending at the Company’s annual meeting of stockholders to be held in 2023 and until their respective successors are elected and qualified:
| For | Withheld | Broker Non-Votes | |||||||
| Alan R. Batkin | 69,970,296 | 370,262 | 9,168,033 | ||||||
| Frederic Cumenal | 69,222,920 | 1,117,638 | 9,168,033 | ||||||
| Tammy K. Jones | 69,923,152 | 417,406 | 9,168,033 | ||||||
| A. Akiva Katz | 69,201,665 | 1,138,893 | 9,168,033 | ||||||
| Nori Gerardo Lietz | 69,261,550 | 1,079,008 | 9,168,033 | ||||||
| Victor B. MacFarlane | 70,030,582 | 309,976 | 9,168,033 | ||||||
| Mahbod Nia | 70,231,243 | 109,315 | 9,168,033 | ||||||
| Howard S. Stern | 69,424,208 | 916,350 | 9,168,033 |
The Company’s stockholders, on a non-binding advisory basis, also voted upon and approved the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting (Number of shares for: 68,244,835, Number of shares against: 2,053,659, Number of shares abstained: 42,064, Number of Broker Non-Votes: 9,168,033).
The Company’s stockholders also voted upon and approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (Number of shares for: 77,821,729, Number of shares against: 1,663,329, Number of shares abstained: 23,533).
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
|
Exhibit Number |
Exhibit Title |
| 104.1 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VERIS RESIDENTIAL, INC. | |||
| Dated: June 21, 2022 | By: | /s/ Taryn Fielder | |
| Taryn Fielder | |||
| General Counsel and Secretary | |||
| VERIS RESIDENTIAL, L.P. | |||
| By: | Veris Residential, Inc. | ||
| its general partner | |||
| Dated: June 21, 2022 | By: | /s/ Taryn Fielder | |
| Taryn Fielder | |||
| General Counsel and Secretary | |||