TAUBMAN CENTERS, INC. (NYSE:TCO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

TAUBMAN CENTERS, INC. (NYSE:TCO) 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.

At the annual meeting of shareholders of Taubman Centers, Inc. (the “Company”) on May 31, 2018 (the “2018 Annual Meeting”), the Company’s shareholders approved The Taubman Company LLC 2018 Omnibus Long-Term Incentive Plan (the “2018 Plan”), which replaces The Taubman Company LLC 2008 Omnibus Long-Term Incentive Plan that expired on May 29, 2018. The 2018 Plan provides for the award to directors, officers, employees and other service providers of the Company, The Taubman Realty Group Limited Partnership ("TRG"), The Taubman Company LLC and their respective subsidiaries and affiliates, or any one of them, of restricted shares, unrestricted shares, restricted share units, options to purchase shares, restricted profits units (relating to TRG), and dividend equivalent rights to acquire up to an aggregate of 2,800,000 shares of the Company’s common stock or Profits Units of TRG. The 2018 Plan will expire on May 31, 2028, unless earlier terminated by the Board of Directors.

The foregoing summary is qualified in its entirety by reference to the 2018 Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Security Holders

At the 2018 Annual Meeting, the Company's shareholders voted on the following five proposals.

•Approval (on an advisory basis) of the compensation of the Company's named executive officers (Proposal 3);

•Approval of the 2018 Omnibus Long-Term Incentive Plan (Proposal 4); and

•Consideration of the Land & Buildings Capital Growth Fund, LP's ("Land and Buildings") proposal regarding the Company's capital and voting structure (Proposal 5).

On June 4, 2018 a final certified voting report for our 2018 Annual Meeting was issued by the independent inspector of elections, Corporate Election Services ("CES"). The final certified results of the voting, as reported by CES, are shown below*:

Proposal 1 – Election of Directors

Nominees

Votes For

Votes Withheld

Broker

Non-Votes

Mayree C. Clark

79,382,689

334,779

139,826

Michael J. Embler

79,481,214

236,254

139,826

William S. Taubman

38,312,809

20,428

139,826

Jonathan Litt

41,304,593

79,638

139,826

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

Votes For

Votes Against

Abstain

78,842,170

807,347

207,777

Proposal 3 – Advisory Vote on Named Executive Officer Compensation

Votes For

Votes Against

Abstain

Broker

Non-Votes

77,235,907

2,079,330

402,232

139,825

Proposal 4 – Approval of the 2018 Omnibus Long-Term Incentive Plan

Votes For

Votes Against

Abstain

Broker

Non-Votes

76,410,960

2,928,839

377,670

139,825

Proposal 5 – Vote on Land & Buildings' Proposal Regarding the Company's Capital and Voting Structure

Votes For

Votes Against

Abstain

Broker

Non-Votes

32,542,840

46,963,278

211,350

139,826

*For Proposal 1, the three nominees receiving the most votes cast were elected as directors. Proposals 2, 3, 4, and 5 required the affirmative vote of 66⅔% of the outstanding voting shares for approval; the total outstanding voting shares as of the record date, April 2, 2018, were 85,929,433shares.

Item 9.01.FINANCIAL STATEMENTS AND EXHIBITS.

(d)Exhibits


About TAUBMAN CENTERS, INC. (NYSE:TCO)

Taubman Centers, Inc. is a self-administered and self-managed real estate investment trust (REIT). The Company’s segment is focused on owning, developing and managing regional shopping centers. The Taubman Realty Group Limited Partnership (TRG) is a partnership subsidiary of the Company that owns direct or indirect interests in all of its real estate properties. The Company’s portfolio of operating centers consists of approximately 19 urban and suburban shopping centers in over 10 states and Puerto Rico. The consolidated businesses consist of shopping centers and entities that are controlled by ownership or contractual agreements, The Taubman Company LLC (Manager), and Taubman Properties Asia LLC and its subsidiaries (Taubman Asia). Its centers are located in metropolitan areas, in communities, including Denver, Detroit, Los Angeles, Miami, Nashville, New York City, Orlando, Salt Lake City, San Francisco, San Juan, Sarasota, St. Louis, Tampa, and Washington, D.C.

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