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8-KThe WireRoutine

Shareholder Vote

Filed May 30, 2023 · 3y ago · Accession 0000104894-23-000064

Plain English

Material event — a significant development the company must disclose promptly.

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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 25, 2023 ELME COMMUNITIES (Exact name of registrant as specified in its charter) Maryland 001-06622 53-0261100 (State of incorporation) (Commission File Number) (IRS Employer Identification No.) 1775 EYE STREET, NW , SUITE 1000 , WASHINGTON , DC 20006 (Address of principal executive office) (Zip code) Registrant’s telephone number, including area code: ( 202 )  774-3200 ___________________________________________________ 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 Shares of Beneficial Interest ELME NYSE 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. Election of Directors At Elme Communities' ("Elme") 2023 annual meeting of shareholders held on May 25, 2023 (the "annual meeting"), Elme’s shareholders elected Jennifer S. Banner as a trustee of the Board of Trustees (the "Board") to serve until Elme’s 2024 annual meeting of shareholders and until her successor is elected and qualifies. Ms. Banner received the following votes: For   Against   Abstain   Broker Non-Votes 74,513,611   538,677   59,185   5,584,486 Elme’s shareholders also elected Benjamin S. Butcher as a trustee of the Board to serve until Elme’s 2024 annual meeting of shareholders and until his successor is elected and qualifies. Mr. Butcher received the following votes: For Against Abstain Broker Non-Votes 74,422,143 623,567 65,763 5,584,486 Elme's shareholders also elected Ellen M. Goitia as a trustee of the Board to serve until Elme's 2024 annual meeting of shareholders and until her successor is elected and qualifies. Ms. Goitia received the following votes: For Against Abstain Broker Non-Votes 74,296,173 767,557 47,743 5,584,486 Elme's shareholders also elected Paul T. McDermott as a trustee of the Board to serve until Elme's 2024 annual meeting of shareholders and until his successor is elected and qualifies. Mr. McDermott received the following votes: For Against Abstain Broker Non-Votes 72,392,875 2,655,303 63,295 5,584,486 Elme's shareholders also elected Thomas H. Nolan, Jr. as a trustee of the Board to serve until Elme's 2024 annual meeting of shareholders and until his successor is elected and qualifies. Mr. Nolan received the following votes: For   Against   Abstain   Broker Non-Votes 73,886,460 1,169,282 55,731 5,584,486 Elme's shareholders also elected Anthony L. Winns as a trustee of the Board to serve until Elme's 2024 annual meeting of shareholders and until his successor is elected and qualifies. Mr. Winns received the following votes: For Against Abstain Broker Non-Votes 73,295,692 1,753,424 62,357 5,584,486 Advisory Vote to Approve Named Executive Officer Compensation Elme's shareholders approved, by nonbinding advisory vote, the compensation paid to Elme's named executive officers. This proposal received the following votes: For Against Abstain Broker Non-Votes 70,872,708 4,056,204 182,561 5,584,486 Advisory Vote on Frequency of Advisory Vote on Named Executive Officer Compensation Elme's shareholders approved, by nonbinding advisory vote, the holding of the advisory vote on named executive officers compensation every one year. This proposal received the following votes: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 72,353,419 110,881 2,551,116 96,057 5,584,486 Consistent with the recommendation of Elme’s Board and the vote of the shareholders at its annual meeting, Elme confirms that it will include a non-binding shareholder advisory vote on executive compensation in Elme’s proxy materials every year until the next required advisory vote on the frequency of shareholder votes on executive compensation, which will occur no later than the annual shareholders meeting in 2029. Ratification of Ernst & Young as Elme's Independent Registered Public Accounting Firm Elme's shareholders ratified the appointment of Ernst & Young LLP as Elme's independent registered public accounting firm for the fiscal year ending December 31, 2023. This proposal received the following votes: For Against Abstain Broker Non-Votes 79,081,977 1,488,966 125,016 — The results reported above are final voting results. 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. ELME COMMUNITIES (Registrant) By: /s/ W. Drew Hammond (Signature) W. Drew Hammond Senior Vice President, Chief Accounting Officer May 30, 2023 (Date)
Filing details
Ticker
ELME
CIK
104894
Form type
8-K
Filing date
May 30, 2023
Report date
May 25, 2023
Document
elme-20230525.htm
Size
205 KB