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)

April 27, 2012

 

General Growth Properties, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-34948

 

27-2963337

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

110 N. Wacker Drive, Chicago, Illinois 60606

(Address of principal executive offices)  (Zip Code)

 

(312) 960-5000

(Registrant’s telephone number, including area code)

 

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:

 

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 Matters to a Vote of Security Holders

 

On April 27, 2012, General Growth Properties, Inc. (the “Company”) held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”). During the Annual Meeting, our stockholders were asked to consider and vote upon the proposals described in detail in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the SEC on March 16, 2012.  The final voting results for each matter submitted to a vote of stockholders at the meeting are as follows:

 

Proposal 1 — Election of Directors

 

All nine of the nominees for directors were elected to serve for a term which expires at our 2013 annual meeting of stockholders and until their respective successors are duly elected and qualified, by the votes set forth below.

 

Nominee

 

Voted For

 

Withheld

 

Broker Non-Votes

 

Richard B. Clark

 

794,115,057

 

2,240,061

 

34,789,760

 

Mary Lou Fiala

 

690,678,094

 

105,677,024

 

34,789,760

 

J. Bruce Flatt

 

639,504,858

 

156,850,260

 

34,789,760

 

John K. Haley

 

701,657,795

 

94,697,323

 

34,789,760

 

Cyrus Madon

 

762,804,039

 

33,551,079

 

34,789,760

 

Sandeep Mathrani

 

792,830,446

 

3,524,672

 

34,789,760

 

David J. Neithercut

 

701,754,959

 

94,600,159

 

34,789,760

 

Mark R. Patterson

 

701,435,345

 

94,919,773

 

34,789,760

 

John G. Schreiber

 

690,761,453

 

105,593,665

 

34,789,760

 

 

Proposal 2 — Ratification of the Selection of Independent Registered Public Accounting Firm

 

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 was ratified by the stockholders by the votes set forth below.

 

Voted For

 

Voted Against

 

Abstain

 

 

 

 

829,561,288

 

1,476,364

 

107,226

 

 

 

 

 

Proposal 3 — Advisory Vote on Executive Compensation

 

The stockholders approved, on an advisory basis, the compensation of our named executive directors by the votes set forth below.

 

Voted For

 

Voted Against

 

Abstain

 

Broker Non-Votes

 

636,279,541

 

145,077,714

 

14,997,863

 

34,789,760

 

 

Proposal 4 — Approval of Amended and Restated Employee Stock Purchase Plan

 

The stockholders approved the Amended and Restated Employee Stock Purchase Plan of the Company by the votes set forth below.

 

Voted For

 

Voted Against

 

Abstain

 

Broker Non-Votes

 

793,790,197

 

2,415,914

 

149,007

 

34,789,760

 

 

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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.

 

 

GENERAL GROWTH PROPERTIES, INC.

 

 

 

 

 

By:

/s/ Stacie L. Herron

 

 

Stacie L. Herron, Vice President and Secretary

 

 

 

 

 

 

Date: May 1, 2012

 

 

 

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