Veris Residential Inc.

05/21/2026 | Press release | Distributed by Public on 05/21/2026 15:14

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Stockholders

On May 21, 2026, the Company held a virtual special meeting of stockholders (the "Special Meeting"), at which the holders of 76,941,670 shares of Company common stock, par value $0.01 per share (the "Shares" and each, a "Share"), representing 81.99% of the Shares outstanding and entitled to vote at the Special Meeting as of April 9, 2026, the Special Meeting record date (the "Record Date"), were present at the Special Meeting via the virtual meeting website or represented by proxy. A summary of the final voting results for the following proposals, each of which is described in detail in the Proxy Statement and first mailed to the Company's stockholders on or about April 10, 2026, is set forth below:

Proposal 1: Merger Agreement Proposal

As previously announced, on February 23, 2026, the Company entered into an Agreement and Plan of Merger (as the same may be amended, modified or supplemented from time to time in accordance with its terms, the "Merger Agreement"), by and among the Company, AC Residential Acquisition LP, a Delaware limited partnership ("Parent"), AC Residential REIT LLC, a Delaware limited liability company ("Merger Sub I"), AC Residential OP LP, a Delaware limited partnership ("Merger Sub II," and together with Merger Sub I, the "Merger Subs") and Veris Residential, L.P., a Delaware limited partnership and the operating partnership of the Company (the "Company Partnership"), pursuant to which, among other things, (i) the Company will merge with and into Merger Sub I (the "Merger"), with Merger Sub I continuing as the surviving entity in the Merger, and (ii) Merger Sub II will merge with and into the Company Partnership (the "Partnership Merger," and together with the Merger, the "Mergers"), with the Company Partnership continuing as the surviving partnership in the Partnership Merger (such transactions, together with the other transactions contemplated by the Merger Agreement, the "Transactions").

At the Special Meeting, the proposal to approve the Mergers and the other Transactions (the "Merger Proposal") was approved, having received "for" votes from holders of a majority of the outstanding Shares entitled to vote on the Merger Proposal. The final votes on the Merger Proposal were as follows:

FOR AGAINST ABSTENTIONS
76,820,975 18,230 102,465

Proposal 2: Merger-Related Compensation Proposal

At the Special Meeting, the Company's stockholders voted upon and did not approve the proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the Transactions, including the Mergers (the "Merger-Related Compensation Proposal"). The final votes on the Merger-Related Compensation Proposal were as follows:

FOR AGAINST ABSTENTIONS
34,475,130 42,329,272 137,268

Proposal 3: Adjournment Proposal

Because there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal, adjournment of the Special Meeting was not necessary or appropriate. Accordingly, Proposal 3 was rendered moot and was not presented at the Special Meeting.

Veris Residential Inc. published this content on May 21, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 21, 2026 at 21:14 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]