UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of The Howard Hughes Corporation, a Delaware corporation (the “Company”), held on May 26, 2022, 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 11, 2022, as amended by Amendment No. 1 to Schedule 14A, dated May 10, 2022.
The Board nominees were elected with the following vote:
| Nominee | For | Against | Abstentions | Broker Non- Votes | ||||||||||||
| William Ackman | 32,210,959 | 3,316,786 | 11,911 | 2,955,571 | ||||||||||||
| Adam Flatto | 33,688,775 | 1,839,540 | 11,341 | 2,955,571 | ||||||||||||
| Beth Kaplan | 31,216,343 | 4,313,831 | 9,482 | 2,955,571 | ||||||||||||
| Allen Model | 33,999,591 | 1,530,426 | 9,639 | 2,955,571 | ||||||||||||
| David O’Reilly | 34,699,405 | 832,557 | 7,694 | 2,955,571 | ||||||||||||
| R. Scot Sellers | 33,663,207 | 1,866,825 | 9,624 | 2,955,571 | ||||||||||||
| Seven Shepsman | 33,685,726 | 1,842,556 | 11,374 | 2,955,571 | ||||||||||||
| Mary Ann Tighe | 33,874,361 | 1,654,250 | 11,045 | 2,955,571 | ||||||||||||
| Anthony Williams | 34,557,346 | 971,094 | 11,216 | 2,955,571 | ||||||||||||
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 | 34,409,745 | 1,064,599 | 65,312 | 2,955,571 | ||||||||||||
| Proposal | For | Against | Abstentions | |||||||||||||
| A vote to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2022 | 38,431,238 | 42,523 | 21,466 | |||||||||||||
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: May 31, 2022
| THE HOWARD HUGHES CORPORATION | |||
| By: | /s/ Peter F. Riley | ||
| Name: | Peter F. Riley | ||
| Title: |
Senior Executive Vice President, General Counsel & Secretary | ||