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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): December 16, 2021

 

THE HOWARD HUGHES CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of
incorporation
or organization)

 

001-34856

(Commission
File Number)

 

36-4673192

(IRS employer
identification number)

 

9950 Woodloch Forest Drive, Suite 1100  
The Woodlands, Texas 77380
(Address of principal executive offices) (Zip code)

 

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   HHC   New York Stock Exchange

 

Check the appropriate box 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 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 5.02.       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 16, 2021, Mr. Jeffrey D. Furber, a member of the board of directors (the “Board”) of The Howard Hughes Corporation (the “Company”), notified the Board of his decision not to stand for re-election at the Company’s 2022 annual meeting of stockholders. Mr. Furber’s decision was not due to any disagreement with the Company or its management relating to the Company’s operations, policies or practices. Mr. Furber has served as a director of the Company since 2010 and serves as Chair of the Board’s Nominating and Corporate Governance Committee (the “N&CG Committee”). In connection with Mr. Furber’s decision, Ms. Beth Kaplan was appointed Co-Chair of the N&CG Committee, effective December 16, 2021.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 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.

 

Dated: December 22, 2021

 

  THE HOWARD HUGHES CORPORATION
   
  By: /s/ Peter F. Riley
    Peter F. Riley
    Senior Executive Vice President, General Counsel and Secretary