☐000147620400014762042024-04-302024-04-30

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 30, 2024

Phillips Edison & Company, Inc.

(Exact name of registrant as specified in its charter)

Maryland

000-54691

27-1106076

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

11501 Northlake Drive Cincinnati, Ohio						45249
(Address of principal executive offices)						(Zip Code)

(513) 554-1110
(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

Common Stock $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. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 30, 2024, Phillips Edison & Company, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders: (i) elected all nine directors to serve until the annual meeting in 2025 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; (iii) approved, on an advisory basis, that the frequency of future Say-on-Pay votes will be one year; and (iv) ratified the selection of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2024. Based on these results, the Company’s Board of Directors (the “Board”) has determined that the Company will hold Say-on-Pay votes every year, until the next required advisory vote on the frequency of Say-on-Pay votes. The final voting results are below.

Proposal 1: Election of Directors

Nominee			For			Against			Abstain			Broker Non-Votes
Jeffrey S. Edison			84,595,490			1,986,242			178,201			16,813,251
Leslie T. Chao			84,511,622			2,046,792			201,519			16,813,251
Elizabeth O. Fischer			85,463,171			1,103,851			192,911			16,813,251
Stephen R. Quazzo			85,706,494			856,851			196,588			16,813,251
Jane E. Silfen			86,209,906			361,763			188,264			16,813,251
John A. Strong			85,152,612			1,421,222			186,099			16,813,251
Anthony E. Terry			86,273,221			291,955			194,757			16,813,251
Parilee E. Wang			86,188,440			362,188			209,305			16,813,251
Gregory S. Wood			86,176,634			392,063			191,236			16,813,251

Proposal 2: Say-on-Pay

For			Against			Abstain			Broker Non-Votes
84,140,058			2,154,022			465,853			16,813,251

Proposal 3: Frequency of Future Say-on-Pay Votes

One Year			Two Years			Three Years			Abstain			Broker Non-Votes
84,386,117			127,286			1,906,708			339,822			16,813,251

Proposal 4: Ratification of Auditor

For			Against			Abstain			Broker Non-Votes
102,785,594			495,011			292,579			N/A

Item 7.01 Regulation FD Disclosure.

The Board approved distributions for May, June, and July 2024 to its stockholders of record at the close of business on May 15, 2024; June 17, 2024; and July 15, 2024, respectively, equal to a monthly amount of $0.0975 per share. The Company’s May, June, and July 2024 distributions are expected to be made on or around June 4, 2024; July 2, 2024; and August 1, 2024, respectively. Operating partnership unit holders receive distributions at the same rate as common stockholders, subject to the required tax withholding.

On April 30, 2024, the Company issued a press release announcing the declaration of the May, June, and July 2024 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.

(d) Exhibits.

Exhibit Number						Description of Exhibit
99.1						Press Release dated April 30, 2024
104						Cover Page Interactive Data File (formatted as inline XBRL)

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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. 

			PHILLIPS EDISON & COMPANY, INC.
Dated: April 30, 2024			By:			/s/ Jennifer L. Robison
						Jennifer L. Robison
						Chief Accounting Officer and Senior Vice President (Principal Accounting Officer)

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