SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2023
Phillips Edison & Company, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
|(Commission File Number)||(IRS Employer|
11501 Northlake Drive
|(Address of principal executive offices)||(Zip Code)|
|(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:
☐ 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|
$0.01 par value per share
|PECO||The Nasdaq Global Select Market|
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 May 9, 2023, Phillips Edison & Company, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders: (i) elected all seven directors to serve until the annual meeting in 2024 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; and (iii) ratified the selection of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2023. The final voting results are below.
Proposal 1: Election of Directors
|Jeffrey S. Edison||70,225,434 ||1,938,405 ||221,264 ||21,428,417 |
|Leslie T. Chao||70,062,137 ||2,095,109 ||227,857 ||21,428,417 |
|Elizabeth O. Fischer||66,996,205 ||5,164,901 ||223,997 ||21,428,417 |
|Stephen R. Quazzo||71,333,334 ||819,034 ||232,735 ||21,428,417 |
|Jane E. Silfen||71,728,186 ||435,185 ||221,732 ||21,428,417 |
|John A. Strong||70,702,587 ||1,441,227 ||241,289 ||21,428,417 |
|Gregory S. Wood||71,707,724 ||431,955 ||245,424 ||21,428,417 |
Proposal 2: Say on Pay
Proposal 3: Ratification of Auditor
Item 7.01 Regulation FD Disclosure.
The Board of Directors of the Company approved distributions for May, June, and July 2023 to its stockholders of record as of May 19, 2023; June 15, 2023; and July 17, 2023, respectively, equal to a monthly amount of $0.0933 per share. The Company’s May, June, and July 2023 distributions are expected to be paid on June 1, 2023; July 3, 2023; and August 1, 2023, respectively. Operating partnership unit holders receive distributions at the same rate as common stockholders, subject to the required tax withholding.
On May 9, 2023, the Company issued a press release announcing the declaration of the May, June, and July 2023 distributions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission (“SEC”), and shall not be deemed to be “filed” with the SEC for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any other filing with the SEC except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
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.|
| || || |
|Dated: May 9, 2023||By:||/s/ Jennifer L. Robison|
| || ||Jennifer L. Robison|
| || ||Chief Accounting Officer and Senior Vice President|
(Principal Accounting Officer)
Phillips Edison & Company Declares Monthly Dividend Distributions;
Announces Results of Annual Meeting of Stockholders
CINCINNATI - May 9, 2023 - Phillips Edison & Company, Inc. (Nasdaq: PECO) (“PECO”), one of the nation’s largest owners and operators of grocery-anchored neighborhood shopping centers, today announced that its Board of Directors declared monthly dividend distributions of $0.0933 per share payable on June 1, 2023; July 3, 2023; and August 1, 2023 to stockholders of record as of May 19, 2023; June 15, 2023; and July 17, 2023, respectively. Operating partnership unit holders receive distributions at the same rate as common stockholders, subject to the required tax withholding.
Earlier in the day, PECO held its annual meeting of stockholders in a virtual-only format. At the annual meeting, PECO’s stockholders re-elected all of PECO’s director nominees: Jeffrey S. Edison; Leslie T. Chao; John A. Strong; Jane E. Silfen; Gregory S. Wood; Stephen R. Quazzo; and Elizabeth O. Fischer, to its Board of Directors for one-year terms. Stockholders also ratified the appointment of Deloitte & Touche LLP as PECO’s independent registered public accounting firm for 2023 and approved a non-binding, advisory resolution on the compensation of PECO’s named executive officers.
Connect with PECO:
For additional information, please visit https://www.phillipsedison.com/
Follow PECO on:
Twitter at https://twitter.com/PhillipsEdison
Facebook at https://www.facebook.com/phillipsedison.co
Instagram at https://www.instagram.com/phillips.edison/; and
Find PECO on LinkedIn at https://www.linkedin.com/company/phillipsedison&company
About Phillips Edison & Company
Phillips Edison & Company, Inc. (“PECO”) is one of the nation’s largest owners and operators of omni-channel grocery-anchored shopping centers. Founded in 1991, PECO has generated strong results through its vertically-integrated operating platform and national footprint of well-occupied shopping centers. PECO’s centers feature a mix of national and regional retailers providing necessity-based goods and services in fundamentally strong markets throughout the United States. PECO’s top grocery anchors include Kroger, Publix, Albertsons, and Ahold Delhaize. As of March 31, 2023, PECO managed 295 shopping centers, including 275 wholly-owned centers comprising 31.5 million square feet across 31 states, and 20 shopping centers owned in one institutional joint venture. PECO is exclusively focused on creating great omni-channel, grocery-anchored shopping experiences and improving communities, one neighborhood shopping center at a time.
Kimberly Green, Vice President of Investor Relations
(513) 692-3399, email@example.com