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): May 10, 2017
 
KITE REALTY GROUP TRUST
(Exact name of registrant as specified in its charter)
 
Maryland
1-32268
11-3715772
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification Number)
 
 
 
30 S. Meridian Street
Suite 1100
Indianapolis, IN 46204
(Address of principal executive offices) (Zip Code)
 
 
(317) 577-5600
(Registrant’s telephone number, including area code)
 
 
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))

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 o

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. o






Item 5.07 Submission of Matters to a Vote of Security Holders

The 2017 annual meeting of shareholders of Kite Realty Group Trust (“Kite Realty” or the “Company”) took place on May 10, 2017. At the meeting, shareholders elected nine trustees to serve one-year terms expiring at the 2018 annual meeting of shareholders. Each of the nominees as listed in the Company’s proxy statement was elected. The shares voted for, against, and abstaining as to each nominee were as follows:

Nominee
For
 
Against
 
Abstain
John A. Kite
69,731,405

 
1,693,126

 
27,335

William E. Bindley
55,061,823

 
16,364,250

 
25,793

Victor J. Coleman
55,089,043

 
16,336,052

 
26,771

Lee A. Daniels
55,090,288

 
16,334,539

 
27,039

Gerald W. Grupe
70,833,962

 
587,667

 
30,237

Christie B. Kelly
70,849,792

 
576,240

 
25,834

David R. O'Reilly
70,844,958

 
576,906

 
30,002

Barton R. Peterson
54,894,267

 
16,530,702

 
26,897

Charles H. Wurtzebach
70,799,484

 
624,245

 
28,137

____________________
*
There were a total of 5,837,952 Broker Non-Votes for each trustee nominee.

At the annual meeting, the shareholders voted on a non-binding resolution to approve the compensation of the Company's executive officers. The shares voted for, against, and abstaining on this proposal were as follows:
 
For
 
Against
 
Abstain
Advisory vote on executive compensation
69,047,615

 
2,251,438

 
152,813

____________________
*
There were a total of 5,837,952 Broker Non-Votes related to the advisory vote on executive compensation.

At the annual meeting, the shareholders voted on a non-binding resolution regarding the frequency with which the shareholder advisory vote on executive compensation should be held. The shares voted for “1 Year,” “2 Years,” “3 Years,” and abstaining on this proposal were as follows:
 
1 Year
 
2 Years
 
3 Years
 
Abstain
Advisory vote on the frequency of the advisory vote on executive compensation
57,968,963

 
93,254

 
13,253,959

 
135,690

____________________
*
There were a total of 5,837,952 Broker Non-Votes related to the advisory vote on the frequency of the advisory vote on executive compensation.

In light of the results of the advisory vote on the frequency of the advisory vote on executive compensation, the Board of Trustees (the “Board”) of the Company determined that the Company will continue to hold an advisory vote on executive compensation every year. This determination will be reevaluated after the next shareholder advisory vote on the frequency of the advisory vote on executive compensation.
    






At the annual meeting, the shareholders voted to ratify the appointment of Ernst & Young, LLP to serve as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2017. The shares voted for, against, and abstaining on this proposal were as follows:
 
For
 
Against
 
Abstain
Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2017
76,883,587

 
335,640

 
70,591







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.

 
KITE REALTY GROUP TRUST
 
 
Date: May 12, 2017
By:
/s/ Daniel R. Sink
 
 
Daniel R. Sink
 
 
Executive Vice President and
 
 
Chief Financial Officer