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RSE > SEC Filings for RSE > Form 8-K on 8-May-2013All Recent SEC Filings

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Form 8-K for ROUSE PROPERTIES, INC.


8-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) As discussed in Item 5.07 below, at a meeting held on May 3, 2013, the stockholders of Rouse Properties, Inc. (the "Company") approved the Rouse Properties, Inc. Management Incentive Plan (the "Management Incentive Plan"). The Management Incentive Plan was adopted by the Company's Board of Directors on February, 28, 2013 and is effective for periods commencing on or after January 1, 2013. The purposes of the Management Incentive Plan are to retain and motivate the officers of the Company by providing them with the opportunity to earn incentive payments or stock-based awards based upon the extent to which specific performance goals have been achieved or exceeded for specified periods.

Under the Management Incentive Plan, the Equity Incentive Plan Subcommittee of the Compensation Committee of the Company's Board of Directors (the "Subcommittee") will select certain officers of the Company or its subsidiaries to participate in the Management Incentive Plan for a given performance period, and will establish performance goals for each participant or group of participants based on performance measures described in the Management Incentive Plan.

The foregoing description of the Management Incentive Plan is a summary and is qualified in its entirety by reference to the full text of the Management Incentive Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.



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

(a) The Company held its Annual Meeting of Stockholders on May 3, 2013 (the "Annual Meeting").

(b) At the Annual Meeting, our stockholders (i) elected the persons listed below to serve as directors for a term expiring at the 2014 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (ii) ratified the selection of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for the year ending December 31, 2013; (iii) approved, on an advisory basis, the compensation paid to the Company's named executive officers; (iv) recommended that the Board of Directors hold an advisory vote to approve named executive officer compensation every year; (v) approved an amendment to the Company's Amended and Restated Certificate of Incorporation to conform our ownership limit to market standards;
(vi) approved the performance measures included in the Rouse Properties, Inc. 2012 Equity Incentive Plan; and (vii) approved the Rouse Properties, Inc. Management Incentive Plan. Set forth below are the voting results for each of these proposals:

Proposal 1: The election of eight directors for a term expiring at the 2014 Annual Meeting of Stockholders

                                                 Broker
Director Name            For       Withheld    Non-Votes
Andrew Silberfein     36,746,818   7,972,736   2,522,153
Jeffrey Blidner       35,942,773   8,776,781   2,522,153
Richard Clark         35,895,835   8,823,719   2,522,153
Christopher Haley     43,921,842     797,712   2,522,153
Michael Hegarty       44,517,258     202,296   2,522,153
Brian Kingston        36,722,786   7,996,768   2,522,153
David Kruth           43,874,608     844,946   2,522,153
Michael Mullen        44,453,060     266,494   2,522,153



Proposal 2:   The ratification of the selection of Deloitte & Touche LLP as the
              Company's independent registered public accounting firm for the year
              ending December 31, 2013

                                     Broker
   For         Against   Abstain   Non-Votes
47,229,007      4,218     8,482        0


Proposal 3: An advisory vote to approve named executive officer compensation

                                       Broker
   For          Against    Abstain   Non-Votes
42,863,703     1,190,905   664,946   2,522,153

Proposal 4: An advisory vote on the frequency of the advisory vote to approve named executive officer compensation

                                                   Broker
 One Year    Two Years   Three Years   Abstain   Non-Votes
42,882,584     7,560      1,773,994    55,416    2,522,153




Proposal 5:   The approval of an amendment to the Company's Amended and Restated
              Certificate of Incorporation to conform the ownership limit to market
              standards



                                       Broker
   For          Against    Abstain   Non-Votes
43,539,719     1,166,538   13,297    2,522,153

Proposal 6: The approval of the performance measures included in the Rouse Properties, Inc. 2012 Equity Incentive Plan

                                       Broker
   For          Against    Abstain   Non-Votes
36,040,760     8,604,334   74,460    2,522,153

Proposal 7: The approval of the Rouse Properties, Inc. Management Incentive Plan

                                     Broker
   For         Against   Abstain   Non-Votes
43,927,517     714,523   77,514    2,522,153

(d) In line with the recommendation from the Company's stockholders, the Company will provide an advisory vote to approve named executive officer compensation on an annual basis at least until the next advisory vote on the frequency of the advisory vote to approve named executive officer compensation, which will occur no later than our Annual Meeting of Stockholders in 2019.

Item 9.01           Financial Statements and Exhibits

(d)      Exhibits

Exhibit Number                Description





--------------------------------------------------------------------------------

10.1                Rouse Properties, Inc. Management Incentive Plan


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