UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 18, 2011
DEVELOPERS DIVERSIFIED REALTY CORPORATION
| Ohio | 1-11690 | 34-1723097 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 3300 Enterprise Parkway, Beachwood, Ohio | 44122 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (216) 755-5500
Not Applicable
(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 (see General Instruction
A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07. | Submission of Maters to a Vote of Security Holders |
On May 18, 2011, the Company held its annual meeting of shareholders. The matters presented to
shareholders for vote and the vote on such matters were as follows:
1. Ten directors, each to serve until the next annual meeting of shareholders and until a successor
has been duly elected and qualified, were elected by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
Terrance R. Ahern |
224,586,958 | 1,129,321 | 65,251 | 10,890,905 | ||||||||||||
James C. Boland |
219,485,504 | 6,231,162 | 64,864 | 10,890,905 | ||||||||||||
Thomas Finne |
224,582,986 | 1,133,449 | 65,095 | 10,890,905 | ||||||||||||
Robert H. Gidel |
218,958,543 | 6,755,853 | 67,134 | 10,890,905 | ||||||||||||
Daniel B. Hurwitz |
218,855,987 | 6,859,100 | 66,443 | 10,890,905 | ||||||||||||
Volker Kraft |
224,593,741 | 1,121,217 | 66,572 | 10,890,905 | ||||||||||||
Victor B. MacFarlane |
218,952,211 | 6,764,226 | 65,093 | 10,890,905 | ||||||||||||
Craig Macnab |
217,042,115 | 8,673,116 | 66,299 | 10,890,905 | ||||||||||||
Scott D. Roulston |
220,779,656 | 4,939,341 | 62,533 | 10,890,905 | ||||||||||||
Barry A. Sholem |
222,725,829 | 2,988,579 | 67,122 | 10,890,905 | ||||||||||||
2. The ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent
accountants for the Company’s fiscal year ending December 31, 2011, was approved by the following
vote:
| For | Against | Abstain | ||
235,975,080
|
501,127 | 196,228 |
3. The shareholder advisory vote regarding the compensation of the Company’s named executive
officers.
| For | Against | Abstain | Broker Non-Votes | |||
| 190,031,253 | 35,629,962 | 120,315 | 10,890,905 |
4. The shareholder advisory vote regarding the frequency for future shareholder advisory votes
regarding the compensation of the Company’s named executive officers.
| 1 year | 2 years | 3 years | Abstain | Broker Non-Votes | ||||
| 203,341,256 | 456,127 | 21,852,563 | 131,581 | 10,890,905 |
The Company will hold shareholder advisory votes regarding the compensation of the Company’s
named executive officers every year until the next shareholder advisory vote regarding the
frequency for future shareholder advisory votes on named executive officer compensation.
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SIGNATURES
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.
| DEVELOPERS DIVERSIFIED REALTY CORPORATION |
||||
| By: | /s/ David E. Weiss | |||
| David E. Weiss | ||||
| Executive Vice President and General Counsel | ||||
Date:
May 20, 2011
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