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): June 11, 2026 |
SERITAGE GROWTH PROPERTIES
(Exact name of Registrant as Specified in Its Charter)
Maryland | 001-37420 | 38-3976287 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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500 Fifth Avenue, Suite 1530 |
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New York, New York |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 212 355-7800 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Class A common shares of beneficial interest, par value $0.01 per share |
| SRG |
| New York Stock Exchange |
7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share |
| SRG-PA |
| New York Stock Exchange |
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 9, 2026, the Company held its annual meeting of shareholders. The meeting was held to vote on the matters described below.
1. Election of trustees. John T. McClain, Adam Metz, Talya Nevo-Hacohen, Mitchell Sabshon, Allison L. Thrush and Mark Wilsmann stood for re-election as trustees of the Company for a term ending at the 2027 annual meeting of shareholders. Under the Company’s bylaws, the affirmative vote of at least two-thirds of all the votes cast at a meeting of shareholders at which a quorum is present is required to elect a trustee. The votes on this matter were as follows:
Name | For | Against | Abstain | Broker Non-Vote |
John T. McClain | 17,810,591 | 18,413,263 | 1,013,085 | 5,970,638 |
Adam Metz | 20,641,494 | 16,511,550 | 83,895 | 5,970,638 |
Talya Nevo-Hacohen | 19,740,403 | 17,400,314 | 96,222 | 5,970,638 |
Mitchell Sabshon | 19,683,261 | 17,457,571 | 96,107 | 5,970,638 |
Allison L. Thrush | 20,024,044 | 17,116,688 | 96,207 | 5,970,638 |
Mark Wilsmann | 20,000,466 | 17,140,366 | 96,107 | 5,970,638 |
Although Mr. McClain, Mr. Metz, Ms. Nevo-Hacohen, Mr. Sabshon, Ms. Thrush, and Mr. Wilsmann received the vote of less than two-thirds of all the votes cast at the meeting as required by the Company’s bylaws, under the Company’s Declaration of Trust and Maryland law, Mr. McClain, Mr. Metz, Ms. Nevo-Hacohen, Mr. Sabshon, Ms. Thrush and Mr. Wilsmann will continue as trustees of the Company until their successors are elected and qualified.
2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026. The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026. Ratification of the appointment of the Company’s independent registered public accounting firm required the affirmative vote of a majority of votes at the annual meeting. The votes on this matter were as follows:
For | Against | Abstain | Broker Non-Vote |
27,029,802 | 2,674,904 | 13,502,871 | 0 |
3. Approval of an advisory, non-binding, resolution to approve the Company’s executive compensation program for the Company’s named executive officers. The shareholders rejected an advisory, non-binding, resolution to approve the Company’s executive compensation program for the Company’s named executive officers. Approval of this advisory, non-binding, resolution would have required the affirmative vote of a majority of votes at the annual meeting. The votes on this matter were as follows:
For | Against | Abstain | Broker Non-Vote |
16,048,602 | 18,687,428 | 2,500,909 | 5,970,638 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within Inline XBRL document)
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 thereunto duly authorized.
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| SERITAGE GROWTH PROPERTIES |
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Date: | June 11, 2026 | By: | /s/ Matthew Fernand |
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| Matthew Fernand |