Washington Prime Group Inc. (NYSE:WPG) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Washington Prime Group Inc. (NYSE:WPG) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

At the annual shareholder meeting of Washington Prime Group Inc.
(the Registrant or Company)
held on May 18, 2017 (the Annual Meeting), the
Companys common shareholders approved three amendments to the
Companys Amended and Restated Articles of Incorporation (the
Articles) as described below and as set forth in
the Articles of Amendment to the Amended and Restated Articles of
Incorporation attached hereto as Exhibit 3.1.

The first amendment (Proposal 2) to the Articles added a
provision to Article FIFTH to provide that director nominees to
the Registrants Board of Directors (the Board)
in a non-contested election would be elected by a vote of the
majority of votes cast with respect to the director. Under the
new provision, a majority of the votes cast means that the number
of shares voted for a director must exceed the number of shares
voted against such director. The amendment provides that in a
contested election an election in which the number of nominees
exceeds the number of directors to be elected a plurality
standard will apply.

The second amendment (Proposal 3) to the Articles revised and
replaced Article THIRTEENTH. Under the new provision, the
Companys Amended and Restated Bylaws (the
Bylaws) can be amended following: (A)
shareholder approval by the affirmative vote of a majority of all
of the votes entitled to be cast generally in the election of
directors to the Board or (B) the affirmative vote of a majority
of directors, other than Article VIII of the Bylaws, which may
only be amended following the approval by the affirmative vote of
a majority of all the votes entitled to be cast generally in the
election of directors and the affirmative vote of a majority of
directors. Prior to this amendment, a two-thirds vote of the
Companys shareholders entitled to vote in the election of
directors was the shareholder vote requirement needed, if
necessary, to amend the Bylaws.

The third amendment (Proposal 4) to the Articles increased the
authorized capital stock of the Company by fifty million
(50,000,000) shares such that the aggregate total number of
authorized shares increased from five hundred million
(500,000,000) shares of capital stock to five hundred fifty
million (550,000,000) shares and the portion of this total
designated for the Companys common shares, par value $0.0001,
increased as a result of the amendment, from three hundred
million (300,000,000) to three hundred fifty million
(350,000,000).

The Company has fully restated the Articles to reflect all
amendments made to date. These restated Articles are attached
hereto as Exhibit 3.2.

Item5.07. Submission of Matters to a Vote of Security
Holders.

The matters listed below were considered and voted upon by the
Companys common shareholders at the Annual Meeting:

the election of the seven (7) persons named in the Companys Annual Meeting proxy statement as director and to hold office until the 2018 annual meeting of shareholders;

approval of an amendment to the Articles to confirm majority voting for the election of directors in non-contested elections;

approval of an amendment to the Articles to change the voting requirements for our shareholders to amend the Bylaws from a two-thirds standard to a majority standard;

approval of an amendment to the Articles to increase the number of authorized common shares from three hundred million (300,000,000) to three hundred fifty million (350,000,000);

a non-binding advisory vote to approve executive compensation described in the Companys Annual Meeting proxy statement; and

ratification of the appointment of Ernst YoungLLP as the Companys independent registered public accounting firm for the year ending December31, 2017.

At the Annual Meeting, each of the nominees for election as a
director was elected and the common shareholders also voted in
favor of each of the other proposals. Mr. J. Taggart (Tag) Birge
replaced Mr. Mark S. Ordan who retired from the Board at the
conclusion of the Annual Meeting. Mr. Birge has been appointed to
the Audit Committee of the Board.

The final vote tally on each of the proposals is set forth below.

1.Election of Directors

Nominee			For		Withheld		BrokerNon-Votes
i.		J. Taggart (Tag) Birge	151,738,292		558,328		15,635,425
ii.		Sheryl G. von Blucher	151,675,312		683,644		15,635,425
iii.		Louis G. Conforti	151,551,502		745,118		15,635,425
iv.		John J. Dillon III	151,744,941		551,679		15,635,425
v.		Robert J. Laikin	151,672,866		623,754		15,635,425
vi.		John F. Levy	151,218,966		1,077,654		15,635,425
vii.		Jacquelyn R. Soffer	151,675,312		621,308		15,635,425

			For		Against		Abstentions		Broker Non- Votes
2.	Approval of an amendment to the Articles to confirm majority voting for the election of directorsin non-contested elections.		151,936,389		298,191		62,040		15,635,425

			For		Against		Abstentions		Broker Non- Votes
3.	Approval of an amendment to the Articles to change the voting requirements for our shareholders to amend the Bylaws from a two-thirds standard to a majority standard.		151,806,635		375,155		114,830		15,635,425

			For		Against		Abstentions
4.	Approval of an amendment to the Articles to increase the number of authorized common shares from three hundred million (300,000,000) to three hundred fifty million (350,000,000).		162,134,265		4,966,644		831,136

			For		Against		Abstentions		Broker Non- Votes
5.	Non-binding advisory vote to approve executive compensation described in the Companys proxy statement.		142,594,085		9,090,525		612,010		15,635,425

			For		Against		Abstentions
6.	Ratification of the appointment of Ernst Young LLP to serve as the Companys independentregistered public accounting firm for the fiscal year ending December 31, 2017.		167,262,300		549,565		120,180

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

ExhibitNo.		Description
3.1		Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company.
3.2		Amended and Restated Articles of Incorporation for the Registrant.
99.1		Press Release of the Registrant, dated May 18, 2017.

About Washington Prime Group Inc. (NYSE:WPG)
Washington Prime Group Inc., formerly WP Glimcher Inc., is a real estate investment trust (REIT). The Company is engaged in ownership, development and management of retail real estate properties. Washington Prime Group, L.P. (WPG L.P.) is the Company’s subsidiary that owns, through its affiliates, the Company’s real estate properties and other assets. The Company’s assets consist of interests in approximately 120 shopping centers in the United States, consisting of community centers and malls. Its properties consist of approximately 70 million square feet of gross leasable area. The Company also owns parcels of land, which can be used for either the development of shopping centers or the expansion of existing properties. The Company focuses on retail tenant leases, including fixed minimum rent leases, percentage rent leases based on tenants’ sales volumes and reimbursements from tenants for certain expenses. The Company’s properties are leased to various tenants. Washington Prime Group Inc. (NYSE:WPG) Recent Trading Information
Washington Prime Group Inc. (NYSE:WPG) closed its last trading session 00.00 at 7.81 with 2,821,390 shares trading hands.