8-K
Paramount Group, Inc.
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0001605607false00016056072024-05-162024-05-16

 

 

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): May 16, 2024

 

Paramount Group, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

 

 

 

 

 

 

Maryland

001-36746

32-0439307

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

 

 

 

 

 

 

1633 Broadway

New York, New York

10019

(Address of Principal Executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 237-3100

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 (see General Instructions A.2.):

 

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

Name of each exchange on which registered

Common stock of Paramount Group, Inc., $0.01 par value per share

PGRE

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

 

As described below in Item 5.07 of this Current Report on Form 8-K, on May 16, 2024, the stockholders of Paramount Group, Inc. (the “Company”) voted at the 2024 annual meeting of stockholders (the “Annual Meeting”) to approve the Company’s 2024 Equity Incentive Plan (the “2024 Plan”). The 2024 Plan will replace the Company’s Amended and Restated 2014 Equity Incentive Plan. The 2024 Plan is designed to enhance the flexibility to grant equity awards to the Company’s officers, employees, non-employee directors and consultants, all of whom are eligible to participate in the 2024 Plan, subject to the discretion of the administrator, and to ensure that the Company can continue to grant equity awards to eligible recipients. The maximum number of shares of common stock to be issued under the 2024 Plan is 24,778,731. The 2024 Plan previously had been approved, subject to stockholder approval, by the Company’s Board of Directors (the “Board”) on March 18, 2024 and became effective upon receipt of stockholder approval on May 16, 2024 at the Annual Meeting. The term of the 2024 Plan will expire on March 18, 2034.

 

A detailed summary of the material features of the 2024 Plan is set forth in Proposal 3 to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 4, 2024. That detailed summary of the 2024 Plan and any description contained herein are qualified in their entirety by reference to the full text of the 2024 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

The information set forth below in Item 5.07 of this Current Report on Form 8-K regarding compliance by Katharina Otto-Bernstein, as a member of the Board, with the Company’s Corporate Governance Guidelines and reappointment to the Board is incorporated into this Item 5.02 by reference.

 

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

 

On May 16, 2024, the Company held its Annual Meeting in New York, New York. As of the record date, there were a total of 217,329,254 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for or against, and the number of abstentions and broker non-votes with respect to each matter, as applicable.

 

Proposal 1. Votes regarding the election of the persons named below as directors for a term expiring at the annual meeting of stockholders in 2025 and until their respective successors have been duly elected and qualified or until their earlier resignation or removal, were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Broker

 

Names of Directors

 

For

 

 

Against

 

 

Abstain

 

 

Non-Votes

 

Albert Behler

 

 

179,709,338

 

 

 

6,225,358

 

 

 

21,658

 

 

 

4,837,974

 

Thomas Armbrust

 

 

173,923,853

 

 

 

12,030,047

 

 

 

2,454

 

 

 

4,837,974

 

Martin Bussmann

 

 

168,811,191

 

 

 

17,142,640

 

 

 

2,523

 

 

 

4,837,974

 

Karin Klein

 

 

184,784,633

 

 

 

1,169,653

 

 

 

2,068

 

 

 

4,837,974

 

Katharina Otto-Bernstein (1)

 

 

83,276,673

 

 

 

102,677,303

 

 

 

2,378

 

 

 

4,837,974

 

Mark Patterson

 

 

170,238,583

 

 

 

15,715,704

 

 

 

2,067

 

 

 

4,837,974

 

Hitoshi Saito

 

 

185,078,423

 

 

 

876,060

 

 

 

1,871

 

 

 

4,837,974

 

Paula Sutter

 

 

184,751,606

 

 

 

1,202,742

 

 

 

2,006

 

 

 

4,837,974

 

Greg Wright

 

 

145,454,899

 

 

 

40,499,387

 

 

 

2,068

 

 

 

4,837,974

 

 

(1)
As noted, Ms. Otto-Bernstein received less than a majority of the votes cast in connection with her election to the Board and in accordance with the Company’s Corporate Governance Guidelines, Ms. Otto-Bernstein offered to tender her resignation as a director of the Company on May 16, 2024. The Board rejected Ms. Otto-Bernstein’s offer to tender her resignation and reappointed Ms. Otto-Bernstein to serve as a director for a term expiring at the annual meeting of stockholders in 2025 and until her respective successor has been duly elected and qualified or until her earlier resignation or removal. The Board directed the Company to engage its stockholders on any issues that may have led stockholders to vote against Ms. Otto-Bernstein.

 

 


 

Based on the votes set forth above, each of the foregoing persons was duly elected or appointed to serve as a director for a term expiring at the annual meeting of stockholders in 2025 and until the directors’ successors have been duly elected and qualified or until a given director’s earlier resignation or removal.

 

 

Proposal 2. Votes regarding a non-binding, advisory resolution approving the compensation of the Company’s named executive officers, were as follows:

 

 

 

 

 

 

 

 

 

 

Broker

 

For

 

 

Against

 

 

Abstain

 

 

Non-Votes

 

 

92,351,033

 

 

 

93,596,497

 

 

 

8,824

 

 

 

4,837,974

 

 

Based on the votes set forth above, the non-binding, advisory resolution approving the compensation of the Company’s named executive officers was not approved by the Company’s stockholders.

 

 

Proposal 3. Votes regarding the approval of the 2024 Plan, were as follows:

 

 

 

 

 

 

 

 

 

 

Broker

 

For

 

 

Against

 

 

Abstain

 

 

Non-Votes

 

 

133,374,936

 

 

 

44,850,634

 

 

 

7,730,784

 

 

 

4,837,974

 

 

Based on the votes set forth above, the 2024 Plan was approved by the Company’s stockholders.

 

 

Proposal 4. Votes regarding the ratification of the audit committee’s appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2024, were as follows:

 

 

 

 

 

 

 

 

 

For

 

 

Against

 

 

Abstain

 

 

183,980,431

 

 

 

5,916,813

 

 

 

897,084

 

 

Based on the votes set forth above, the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company to serve for the fiscal year ending December 31, 2024 was duly ratified by the Company’s stockholders.

 

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

 

 

 

 

 

 

Exhibit
Number

Description

10.1

2024 Equity Incentive Plan, incorporated by reference to Exhibit 99.1 to the Registrant’s Form S-8 filed with the SEC on May 17, 2024

104

Cover Page Interactive Data File (embedded within the 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 hereunto duly authorized.

 

 

 

 

PARAMOUNT GROUP, INC.

By:

/s/ Gage Johnson

Name:

Gage Johnson

Title:

Senior Vice President, General Counsel and Secretary

 

Date: May 17, 2024