Howard Hughes Holdings Inc.

10/07/2025 | Press release | Distributed by Public on 10/07/2025 04:02

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 30, 2025, at the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Howard Hughes Holdings Inc., a Delaware corporation (the "Company"), stockholders approved the Company's 2025 Equity Incentive Plan (the "2025 Plan"). The 2025 Plan had been approved by the Company's Board of Directors on August 7, 2025, subject to the approval of the stockholders, and became effective upon approval by the stockholders on September 30, 2025. The 2025 Plan is attached hereto as Exhibit 10.1.

Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the stockholders elected the Company's Board of Directors (the "Board") and voted upon three Board proposals contained within the Company's Proxy Statement, dated August 15, 2025.
The Board nominees were elected with the following votes:
Nominee
For
Against
Abstentions
Broker Non-
Votes
William Ackman
23,115,019
956,959
20,287
3,646,203
David Eun
23,955,292
96,507
40,466
3,646,203
Ben Hakim
23,487,349
572,510
32,406
3,646,203
Ryan Israel
23,439,289
621,462
31,514
3,646,203
Thom Lachman
24,009,429
43,693
39,143
3,646,203
David O'Reilly
23,354,758
699,103
38,404
3,646,203
Susan Panuccio
23,997,881
54,923
39,461
3,646,203
R. Scot Sellers
22,784,866
1,264,766
42,633
3,646,203
Mary Ann Tighe
23,005,947
1,036,436
49,882
3,646,203
Jean-Baptiste Wautier
23,988,744
63,494
40,027
3,646,203
Anthony Williams
22,027,276
2,025,121
39,868
3,646,203
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
23,394,881
566,168
131,216
3,646,203
Proposal
For
Against
Abstentions
Broker
Non-
Votes
A vote to approve the Howard Hughes Holdings Inc. 2025 Equity
Incentive Plan
23,607,854
373,731
110,680
3,646,203

Proposal
For
Against
Abstentions
A vote to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal 2025
27,617,230
83,030
38,208

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