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):
THE
(Exact name of registrant as specified in its charter)
(State or
other jurisdiction |
(Commission File Number) |
(I.R.S. Employer |
(Address of principal executive offices)
Registrant’s telephone number, including
area code: (
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
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:
| 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 (§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.
Appointment of Director
On June 4, 2022, The Howard Hughes Corporation, a Delaware corporation (the “Company”), appointed Linda Foggie to serve on the Company’s board of directors (the “Board”) and to serve on the Risk Committee of the Board effective June 8, 2022. The Board determined that Ms. Foggie is an independent director under the New York Stock Exchange listing standards. Ms. Foggie will be compensated pursuant to the Company’s existing non-employee director compensation program, which is described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 11, 2022.
Ms. Foggie, age 43, is a licensed architect and currently serves as the Managing Director, Global Head of Real Estate Operations at Citigroup Inc. in its Citi Realty Services division, a position she has held since November 2021. Ms. Foggie previously served in various roles at Turner & Townsend Partners LLP (“Turner & Townsend”), including Executive Vice President, Head of the East USA and Americas Head of Corporate Occupier, from January 2020 to October 2021. Prior to joining Turner & Townsend, Ms. Foggie served as Vice President, Corporate Real Estate at Wells Fargo Bank, N.A. from 2015 to 2020. Ms. Foggie also served as Director of Project Management in CBRE Group, Inc.’s global services group and later at its Philadelphia markets team. Ms. Foggie previously served on the board of directors at Turner & Townsend and currently serves on a number of board of directors at nonprofit organizations. Ms. Foggie graduated from Philadelphia University and holds a Graduate Certificate of Real Estate Development from Massachusetts Institute of Technology.
Ms. Foggie has no family relationship with any of the executive officers or directors of the Company. Since the beginning of the Company’s last fiscal year, Mr. Foggie does not have a material interest, direct or indirect, in any other transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the appointment of Ms. Foggie is being furnished as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Description | |
| 99.1 | Press Release issued by The Howard Hughes Corporation on June 8, 2022. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
SIGNATURES
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.
| THE HOWARD HUGHES CORPORATION | ||
| By: | /s/ Peter F. Riley | |
| Peter F. Riley | ||
| Senior Executive Vice President, Secretary and General Counsel | ||
Date: June 8, 2022
Exhibit 99.1
THE HOWARD HUGHES CORPORATION® ANNOUNCES APPOINTMENT OF
LINDA FOGGIE TO BOARD OF DIRECTORS
HOUSTON, TX (June 8, 2022) - The Howard Hughes Corporation® (NYSE: HHC) announced today the appointment of Linda Foggie to its Board of Directors, effective June 8, 2022. Ms. Foggie, a licensed architect with over 20 years of commercial real estate experience, is the Managing Director, Global Head of Real Estate Operations for Citi Realty Services. She oversees the operations of Citi’s global portfolio of occupied real estate, which spans across over 90 countries. She is responsible for all design and construction, facilities management, workplace experience, sustainability, data centers, and operational governance.
“Linda’s foundation in architecture and design and her role as an advocate for sustainability practices and technology innovations make her an ideal addition to our board,” said William Ackman, Chairman of the Board of The Howard Hughes Corporation. “We are delighted to welcome her to Howard Hughes.”
Prior to joining Citi in 2021, Ms. Foggie served at Turner & Townsend as the Executive Vice President, Head of the East USA and Americas Head of Corporate Occupier. Specializing in managing complex building, engineering, and real estate projects across the company’s global portfolio, she also served on the board of directors and drove numerous DEI initiatives across the organization. She previously served as Vice President at Wells Fargo, where she led design and construction for a significant portion of the company’s national portfolio.
“Linda’s experience creating spaces that define and deliver the best customer experience, along with her focus on the future of work—both the physical environment and the human experience—will help propel HHC as we build the communities where people want to work and live,” said David R. O’Reilly, Chief Executive Officer of The Howard Hughes Corporation.
Ms. Foggie is a graduate of the School of Architecture at Philadelphia University, holds a Graduate Certificate of Real Estate Development from Massachusetts Institute of Technology, and is an Executive MBA candidate at Columbia University.
Ms. Foggie serves on the Board of Directors of CREW NY, ACE Mentors, and NEW (Non-traditional Employment for Women), and has served previously on the boards of the YMCA of Greater NY, and Boy Scouts of America. Ms. Foggie has won numerous industry awards for her leadership and advocacy and been honored for her philanthropic efforts by organizations including the Multiple Sclerosis Society.
About The Howard Hughes Corporation®
The Howard Hughes Corporation owns, manages, and develops commercial, residential, and mixed-use real estate throughout the U.S. Its award-winning assets include the country’s preeminent portfolio of master planned communities, as well as operating properties and development opportunities including: the Seaport in New York City; Downtown Columbia®, Maryland; The Woodlands®, The Woodlands Hills®, and Bridgeland® in the Greater Houston, Texas area; Summerlin®, Las Vegas; Ward Village® in Honolulu, Hawaiʻi; and Douglas Ranch in Phoenix, Arizona. The Howard Hughes Corporation’s portfolio is strategically positioned to meet and accelerate development based on market demand, resulting in one of the strongest real estate platforms in the country. Dedicated to innovative placemaking, the company is recognized for its ongoing commitment to design excellence and to the cultural life of its communities. The Howard Hughes Corporation is traded on the New York Stock Exchange as HHC. For additional information, visit www.howardhughes.com.
###
Contacts:
The Howard Hughes Corporation
Cristina Carlson, 646-822-6910
Senior Vice President, Head of Corporate Communications
cristina.carlson@howardhughes.com
For HHC Investor Relations
John Saxon, 281-929-7808
Chief of Staff
john.saxon@howardhughes.com
Carlos Olea, 281-475-2143
Chief Financial Officer
carlos.olea@howardhughes.com