Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
June 5, 2023
_________________________
American Assets Trust, Inc.
(Exact name of registrant as specified in its charter)
_________________________
Maryland
001-35030
27-3338708
(State or other jurisdiction of incorporation)
(Commission File No.)
(I.R.S. Employer Identification No.)
3420 Carmel Mountain Road, Suite 100
San Diego, California92121
(Address of principal executive offices and Zip Code)
(858) 350-2600
(Registrant’s telephone number, including area code)
Not Applicable
(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:
☐
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:
Name of Registrant
Title of each class
Trading Symbol
Name of each exchange on which registered
American Assets Trust, Inc.
Common Stock, par value $0.01 per share
AAT
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 5, 2023, American Assets Trust, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders, in which the stockholders voted on proposals as follows:
Proposal No. 1: The election of five directors, each to serve until the next annual meeting of stockholders in 2024 or until his or her successor is duly elected and qualified.
Nominee
Votes For
Votes Withheld
Ernest S. Rady
50,637,449
2,709,106
Thomas S. Olinger
51,633,418
1,713,137
Joy L. Schaefer
37,426,361
15,920,194
Dr. Robert S. Sullivan
44,194,192
9,152,363
Nina A. Tran
44,389,345
8,957,210
There were 1,914,240 broker non-votes and no abstentions in connection with Proposal No. 1. Each of the preceding five directors was elected to our board of directors to serve until the next annual meeting of stockholders in 2024 or until his or her respective successors are duly elected and qualified.
Proposal No. 2: The ratification of the appointment Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
Votes For
Votes Against
Abstentions
54,560,820
690,834
9,141
There were no broker non-votes in connection with Proposal No. 2.
Proposal No. 3: An advisory resolution to approve the Company’s executive compensation for the fiscal year ended December 31, 2022.
Votes For
Votes Against
Abstentions
52,277,780
1,050,629
18,146
There were 1,914,240 broker non-votes in connection with Proposal No. 3.
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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.
American Assets Trust, Inc.
By:
/s/ Adam Wyll
Adam Wyll
President and Chief Operating Officer
June 5, 2023
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EXHIBIT INDEX
ExhibitNumber
Exhibit Description
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
