UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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| Common Stock $0.01 par value |
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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 16, 2022, Phillips Edison & Company, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders: (i) elected all eight directors to serve until the annual meeting in 2023 and until their successors are duly elected and qualified; (ii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers (“Say on Pay”); and (iii) ratified the selection of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2022. The final voting results are below.
Proposal 1: Election of Directors
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| Jeffrey S. Edison |
44,345,718 | 516,030 | 319,368 | 28,184,698 | ||||
| Leslie T. Chao |
44,074,051 | 810,113 | 296,952 | 28,184,698 | ||||
| Elizabeth Fischer |
44,140,700 | 744,657 | 295,759 | 28,184,698 | ||||
| Paul J. Massey, Jr. |
44,027,320 | 811,319 | 342,477 | 28,184,698 | ||||
| Stephen R. Quazzo |
44,453,604 | 376,886 | 350,626 | 28,184,698 | ||||
| Jane Silfen |
44,496,065 | 392,838 | 292,213 | 28,184,698 | ||||
| John A. Strong |
44,444,531 | 382,784 | 353,801 | 28,184,698 | ||||
| Gregory S. Wood |
44,470,291 | 362,956 | 347,869 | 28,184,698 |
Proposal 2: Say on Pay
| For | Against | Abstain | Broker Non-Votes | |||
| 42,906,248 | 1,258,494 | 1,016,374 | 28,184,698 |
Proposal 3: Ratification of Auditor
| For | Against | Abstain | Broker Non-Votes | |||
| 72,513,237 | 404,594 | 447,983 | - |
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.
| PHILLIPS EDISON & COMPANY, INC.
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| Dated: June 17, 2022 | By: | /s/ Tanya E. Brady
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| Tanya E. Brady | ||||||
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General Counsel, Chief Ethics & Compliance Officer, Executive Vice President and Secretary | ||||||