Stratus Properties Inc. (NASDAQ:STRS) 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.
Company) approved the 2017 Stock Incentive Plan (the Plan) at the
Companys 2017 annual meeting of stockholders. The purpose of the
Plan is to motivate high levels of performance, align the
interests of the Companys employees and directors with those of
its stockholders by giving them the perspective of an owner with
an equity stake in the Company, and providing a means for
recognizing their contributions to the success of the Company.
will generally administer the Plan and has authority to make
awards under the Plan and to set the terms of the awards. The
compensation committee will also generally have the authority to
interpret the Plan, to establish any rules or regulations
relating to the Plan that it determines to be appropriate and to
make any other determination that it believes necessary or
advisable for the proper administration of the Plan. The
nominating and corporate governance committee will administer the
Plan as it pertains to awards made to our non-employee directors.
non-qualified stock options, stock appreciation rights,
restricted stock, restricted stock units, other stock-based
awards, and for officers and employees only, incentive stock
options under Section 422 of the Internal Revenue Code. The Plan
authorizes the issuance of up to 180,000 shares of common stock.
No participant may be granted in any single year awards that
relate to more than 50,000 shares of the Companys common stock.
Non-employee directors may not be granted in any single year
awards that relate to more than 20,000 shares of the Companys
common stock. Additionally, the value of other stock-based awards
that are valued in dollars and that are scheduled to be paid out
to a participant in any calendar year cannot exceed $750,000.
Company’s board of directors, subject to the requirement that
certain amendments may not be made without stockholder approval.
No amendment or discontinuance of the Plan may materially impair
an award previously granted without the consent of the recipient.
Unless terminated sooner, no awards will be made under the Plan
after May 18, 2027.
definitive proxy statement on Schedule 14A filed with the
Securities and Exchange Commission on April 11, 2017. The
information included herein relating to the Plan is qualified in
its entirety by reference to the actual terms of the Plan, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
18, 2017, in Austin, Texas. At the annual meeting, the Companys
stockholders (1) elected James E. Joseph and Michael D. Madden to
serve as Class I directors of the Company, each for a three-year
term; (2) approved, on an advisory basis, the compensation of the
Companys named executive officers; (3) ratified the appointment
of BKM Sowan Horan, LLP as the Companys independent registered
public accounting firm for the 2017 fiscal year; and (4) approved
the adoption of the Companys 2017 Stock Incentive Plan.
as of the record date, 7,621,249 shares were represented in
person or by proxy at the annual meeting. The independent
inspector of elections reported the final vote of stockholders as
follows:
|
Name
|
|
Votes For
|
|
Votes Withheld
|
|
Broker
Non-Votes
|
|
|
|
|
|
|
|
|
|
James E. Joseph
|
|
4,924,912
|
|
92,845
|
|
2,603,492
|
|
Michael D. Madden
|
|
4,893,926
|
|
123,831
|
|
2,603,492
|
|
|
|
|
|
|
|
|
compensation of the Companys named executive officers.
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
|
|
|
|
|
|
|
|
|
4,877,623
|
|
128,754
|
|
11,380
|
|
2,603,492
|
Horan, LLP as the Companys independent registered public
accounting firm for the 2017 fiscal year.
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
|
|
|
|
|
|
|
|
|
7,536,850
|
|
40,115
|
|
44,284
|
|
N/A
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
|
|
|
|
|
|
|
|
|
4,893,681
|
|
115,653
|
|
8,423
|
|
2,603,492
|
the attached Exhibit Index.
About Stratus Properties Inc. (NASDAQ:STRS)
Stratus Properties Inc. (Stratus) is a diversified real estate company. The Company is engaged primarily in the acquisition, entitlement, development, management, operation and sale of commercial, hotel, entertainment, and multi- and single-family residential real estate properties, primarily located in the Austin, Texas area, but including projects in certain other select markets in Texas. It operates in four segments: Hotel, Entertainment, Real Estate Operations and Commercial Leasing. Its properties include Barton Creek that includes Calera, Amarra Drive, Mirador Estate and Barton Creek Village; Circle C Community; Lantana; The Oaks at Lakeway and Magnolia. The Hotel segment includes the W Austin Hotel, which has over 251 luxury rooms and suites, a full service spa, gym, rooftop pool and over 9,750 square feet of meeting space. The Commercial Leasing segment includes the office and retail space at the W Austin Hotel & Residences project and a retail building at The Oaks at Lakeway. Stratus Properties Inc. (NASDAQ:STRS) Recent Trading Information
Stratus Properties Inc. (NASDAQ:STRS) closed its last trading session down -0.05 at 27.60 with 10,542 shares trading hands.
