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UNITED STATES SECURITIES AND EXCHANGE

COMMISSION

Washington, DC 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): June 27, 2022 

 

 

THE HOWARD HUGHES CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 (State or other jurisdiction
of incorporation)

 

001-34856

 (Commission File Number)

 

36-4673192

(I.R.S. Employer
Identification No.)

 

9950 Woodloch Forest Drive, Suite 1100

The Woodlands, Texas 77381

(Address of principal executive offices)

 

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 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.

 

Resignation of Director

 

On June 27, 2022, Linda Foggie notified the Board of Directors (the “Board”) of The Howard Hughes Corporation, a Delaware corporation (the “Company”) of her decision to resign as a member of the Board, effective immediately. In connection with her resignation, Ms. Foggie also resigned from the Risk Committee of the Board. Ms. Foggie resigned from the Board because she believed that Board service would be inconsistent with the terms of her current employment. Ms. Foggie did not resign as a result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

A copy of the Company’s press release announcing the resignation 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 28, 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 28, 2022

 

 

 Exhibit 99.1

 

 

LINDA FOGGIE RESIGNS FROM BOARD OF DIRECTORS

OF THE HOWARD HUGHES CORPORATION®

 

The Woodlands, TX (June 28, 2022) – The Howard Hughes Corporation® (NYSE: HHC) announced today that Linda Foggie has resigned from the company’s board of directors, effective June 27, 2022. Ms. Foggie resigned from the HHC Board because she believed that board service would be inconsistent with the terms of her current employment.

 

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.

 

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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