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 5, 2024

SERITAGE GROWTH PROPERTIES
(Exact name of Registrant as Specified in Its Charter)


Maryland
001-37420
38-3976287
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
     
500 Fifth Avenue, Suite 1530
New York, New York
  
10110
(Address of Principal Executive Offices)
  
(Zip Code)
Registrant’s Telephone Number, Including Area Code: 212 355-7800
(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
Symbol(s)
  
Name of each exchange on which registered
Class A common shares of beneficial interest, par value $0.01 per share
  
SRG
  
New York Stock Exchange
7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share
  
SRG-PA
  
New York Stock Exchange

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 5, 2024, Company held its annual meeting of shareholders. The meeting was held to vote on the matters described below.
1. Election of trustees. John T. McClain, Adam Metz, Talya Nevo-Hacohen, Andrea Olshan, Mitchell Sabshon, Allison L. Thrush and Mark Wilsmann stood for re-election as trustees of the Company for a term ending at the 2025 annual meeting of shareholders. Under the Company's bylaws, the affirmative vote of at least two-thirds of all the votes cast at a meeting of shareholders at which a quorum is present is required to elect a trustee. The votes on this matter were as follows, in which all such trustees of the Company received the required two-thirds of all the votes cast:
Name
  
For
  
Against
  
Abstain
  
Broker Non-Vote
John T. McClain
  
21,018,601
  
2,163,022
  
243,063
  
5,493,127
Adam Metz
  
21,127,453
  
2,054,221
  
243,012
  
5,493,127
Talya Nevo-Hacohen
  
21,518,748
  
1,662,676
  
243,262
  
5,493,127
Andrea Olshan
  
21,844,766
  
1,337,008
  
242,912
  
5,493,127
Mitchell Sabshon
  
17,227,651
  
5,954,217
  
242,818
  
5,493,127
Allison L. Thrush
  
17,368,152
  
5,813,566
  
242,968
  
5,493,127
Mark Wilsmann
  
17,980,518
  
5,201,156
  
243,012
  
5,493,127
2. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2024. The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2024. Ratification of the appointment of our independent registered public accounting firm required the affirmative vote of a majority of votes at the annual meeting. The votes on this matter were as follows:
For
Against
Abstain
Broker Non-Vote
28,088,747
587,188
241,878
0

3. Approval of an advisory, non-binding, resolution to approve the Company's executive compensation program for the Company's named executive officers. The shareholders approved an advisory, non-binding, resolution to approve the Company's executive compensation program for the Company's named executive officers. Approval of this advisory, non-binding, resolution required the affirmative vote of a majority of votes at the annual meeting. The votes on this matter were as follows:
For
Against
Abstain
Broker Non-Vote
14,073,174
9,108,681
242,831
5,493,127

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.  Description
104 Cover Page Interactive Data File (embedded within Inline XBRL document)



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
SERITAGE GROWTH PROPERTIES

  
 
By:
/s/ Matthew Fernand
  
   
Matthew Fernand
  
   
Chief Legal Officer
  

Date: June 6, 2024














v3.24.1.1.u2
Document and Entity Information
Jun. 05, 2024
Entity Listings [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 05, 2024
Entity File Number 001-37420
Entity Registrant Name SERITAGE GROWTH PROPERTIES
Entity Central Index Key 0001628063
Entity Incorporation, State or Country Code MD
Entity Tax Identification Number 38-3976287
Entity Address, Address Line One 500 Fifth Avenue
Entity Address, Address Line Two Suite 1530
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10110
City Area Code 212
Local Phone Number 355-7800
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Common Stock [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Class A common shares of beneficial interest, par value $0.01 per share
Trading Symbol SRG
Security Exchange Name NYSE
7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security 7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share
Trading Symbol SRG-PA
Security Exchange Name NYSE
Grafico Azioni Seritage Growth Properties (NYSE:SRG)
Storico
Da Dic 2024 a Gen 2025 Clicca qui per i Grafici di Seritage Growth Properties
Grafico Azioni Seritage Growth Properties (NYSE:SRG)
Storico
Da Gen 2024 a Gen 2025 Clicca qui per i Grafici di Seritage Growth Properties