EPR Properties (NYSE:EPR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
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EPR Properties (NYSE:EPR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
As reported below, at the 2017 Annual Meeting of Shareholders (the
“2017 Annual Meeting”) of EPR Properties (the “Company”) held
on May 31, 2017, the Company’s shareholders approved the EPR
Properties Annual Performance-Based Incentive Plan (the “Incentive
Plan”) for compliance with Section 162(m) of the Internal Revenue
Code of 1986, as amended (the “Code”). The Incentive Plan
provides for the granting of awards of incentive compensation that
may be paid to a participant upon satisfaction of specified
performance goals for a particular performance period. The
Incentive Plan is intended to satisfy the requirements of Code
Section 162(m) so that the Company can take federal income tax
deductions for the performance-based compensation paid under the
Incentive Plan to its named executive officers. Because of the
uncertainties associated with the application and interpretation of
Code Section 162(m), there can be no assurance that compensation
intended to satisfy the requirements for deductibility under Code
Section 162(m) will in fact be deductible.
The Incentive Plan will be administered by the Compensation and
Human Capital Committee of the Company’s Board of Trustees (the
“Board”), and such Committee has the full authority to designate
the employees who are eligible to participate in the Incentive Plan
and to establish the performance goals and achievement levels for
each participant. Approved awards for a performance period may be
paid in cash or the Company’s common shares as provided in the
Incentive Plan. The Incentive Plan will continue in effect until
terminated by the Board.
A summary of the Incentive Plan is included in Proposal No. 4 of
the Company’s definitive proxy statement filed with the Securities
and Exchange Commission on April 21, 2017, and the full text of the
Incentive Plan is included in Appendix A of such proxy statement.
The foregoing description of the Incentive Plan is not complete and
is qualified in its entirety by reference to the Incentive Plan, a
copy of which is filed herewith as Exhibit 10.1 and incorporated
herein by reference.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
At the Company’s 2017 Annual Meeting held on May 31, 2017, the
matters voted upon and the number of votes cast for, against or
withheld, as well as the number of abstentions and broker non-votes
as to such matters, were as stated below:
Proposal No. 1
The following nominees for Class II trustees were elected to serve
three-year terms expiring in 2020:
For
Withheld
Broker Non-Votes
Robert J. Druten
49,938,125
728,478
6,077,321
Gregory K. Silvers
50,387,507
279,096
6,077,321
Robin P. Sterneck
50,199,013
467,590
6,077,321
Proposal No. 2
The shareholders approved the compensation of the Company’s named
executive officers as presented in the Company’s proxy statement
on a non-binding, advisory basis:
For
48,356,411
Against
2,102,009
Abstain
208,183
Broker Non-Vote
6,077,321
Proposal No. 3
The shareholders voted to have the Company hold a vote every year
to approve the compensation of the Company’s named executive
officers on a non-binding, advisory basis:
One Year
42,484,506
Two Years
466,641
Three Years
7,633,986
Abstain
81,470
Broker Non-Vote
6,077,321
The Board has determined that the Company will continue to submit
the vote to approve the compensation of the Company’s named
executive officers on a non-binding, advisory basis to shareholders
every year.
Proposal No. 4
The shareholders approved the Incentive Plan:
For
49,383,878
Against
1,136,131
Abstain
146,594
Broker Non-Vote
6,077,321
Proposal No. 5
The shareholders approved the ratification of KPMG LLP as the
Company’s independent registered public accounting firm for 2017:
For
55,916,664
Against
785,970
Abstain
41,290
Broker Non-Vote
Item 9.01. Financial Statements and Exhibits.
Exhibit No.
Description
10.1
EPR Properties Annual Performance-Based Incentive Plan


About EPR Properties (NYSE:EPR)

EPR Properties (EPR) is a self-administered real estate investment trust (REIT). The Company’s investment portfolio includes entertainment, education and recreation properties. The Company operates in four segments: Entertainment, Education, Recreation and Other. The Company’s Entertainment segment consists of investments in megaplex theatres, entertainment retail centers, family entertainment centers and other retail parcels. The Company’s Education segment consists of investments in public charter schools, early education centers and K-12 private schools. The Company’s Recreation segment consists of investments in metro ski parks, resorts, waterparks and golf entertainment complexes. The Company’s other segment consists of construction in progress and land held for development of the casino, golf course, entertainment village and infrastructure related to the Adelaar casino and resort project in Sullivan County, New York.

EPR Properties (NYSE:EPR) Recent Trading Information

EPR Properties (NYSE:EPR) closed its last trading session up +0.41 at 71.32 with 422,769 shares trading hands.