UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 13, 2022
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
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| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (310 ) 966-1680
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbols | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
On June 13, 2022, Rexford Industrial Realty, Inc. (the "Company") held its Annual Meeting of Stockholders, at which the stockholders voted on and approved the proposals listed below. The final results for the votes regarding each proposal are set forth below. The proposals are described in further detail in our Definitive Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission on May 2, 2022.
Proposal 1. Election of directors, each to serve until the 2023 Annual Meeting of Stockholders and until a successor for each has been duly elected and qualified.
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| Robert L. Antin | 144,335,996 | 1,646,984 | 34,202 | 2,538,603 | ||||||||||
| Michael S. Frankel | 142,386,157 | 3,554,032 | 76,993 | 2,538,603 | ||||||||||
| Diana J. Ingram | 138,475,580 | 7,508,921 | 32,681 | 2,538,603 | ||||||||||
| Angela L. Kleiman | 145,368,862 | 615,639 | 32,681 | 2,538,603 | ||||||||||
| Debra L. Morris | 144,877,402 | 1,107,099 | 32,681 | 2,538,603 | ||||||||||
| Tyler H. Rose | 143,510,460 | 2,472,939 | 33,783 | 2,538,603 | ||||||||||
| Howard Schwimmer | 142,386,029 | 3,554,169 | 76,984 | 2,538,603 | ||||||||||
| Richard S. Ziman | 127,810,723 | 17,940,382 | 266,077 | 2,538,603 | ||||||||||
Proposal 2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 144,791,199 | 3,730,452 | 34,134 | — | ||||||||
Proposal 3. The advisory resolution to approve the Company's named executive officer compensation for the year ending December 31, 2021.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 134,587,115 | 11,392,117 | 37,950 | 2,538,603 | ||||||||
Proposal 4. The advisory determination of the frequency of future advisory votes on the Company's executive compensation.
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||
| 142,387,736 | 36,052 | 3,553,548 | 39,846 | 2,538,603 | ||||||||||
In light of the outcome of our advisory vote (the “Say-on-Frequency Vote”) on the frequency of future advisory votes (each, a “Say-on-Pay Vote”) on our executive officer compensation, we have decided to include a Say-on-Pay Vote every year in our annual meeting proxy materials until the next required Say-on-Frequency Vote.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Rexford Industrial Realty, Inc. | ||||||||
| Date: June 15, 2022 | By: | /s/ David E. Lanzer | ||||||
| David E. Lanzer General Counsel and Corporate Secretary | ||||||||