American Assets Trust (NYSE: AAT) investors approve directors, auditor and pay
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
American Assets Trust, Inc. reported results of its 2026 annual stockholder meeting, where stockholders elected five directors and approved all proposals. Director nominees received between 35.3 million and 55.6 million votes for, with up to 21.0 million votes withheld, and all were elected.
Stockholders ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026, with 57.3 million votes for versus 0.25 million against. They also approved, on an advisory basis, the Company’s 2025 executive compensation with 55.5 million votes for and 0.79 million against.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Highest director support: 55,581,052 votes for
Lowest director support: 35,305,627 votes for
Broker non-votes on directors: 1,310,343 shares
+3 more
6 metrics
Highest director support
55,581,052 votes for
Votes for director nominee Stuart A. Tanz, Proposal 1
Lowest director support
35,305,627 votes for
Votes for director nominee Joy L. Schaefer, Proposal 1
Broker non-votes on directors
1,310,343 shares
Broker non-votes on Proposal 1 director elections
Auditor ratification support
57,349,229 votes for
Ratification of Ernst & Young LLP for 2026, Proposal 2
Auditor votes against
251,445 votes against
Ratification of Ernst & Young LLP, Proposal 2
Say-on-pay support
55,480,484 votes for
Advisory vote on 2025 executive compensation, Proposal 3
Key Terms
broker non-votes, independent registered public accounting firm, advisory resolution, executive compensation, +1 more
5 terms
broker non-votes financial
"There were 1,310,343 broker non-votes and no abstentions in connection with Proposal No. 1."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"The ratification of the appointment Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory resolution financial
"An advisory resolution to approve the Company’s executive compensation for the fiscal year ended December 31, 2025."
An advisory resolution is a non-binding vote by shareholders that expresses their opinion on a specific corporate matter, such as executive pay or a governance policy. It matters to investors because, like a public survey, it signals shareholder sentiment to the board and management; even though it does not force action, a strong vote for or against can prompt changes, affect company reputation, and influence future decisions that impact shareholder value.
executive compensation financial
"An advisory resolution to approve the Company’s executive compensation for the fiscal year ended December 31, 2025."
Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.
Annual Meeting of Stockholders financial
"On June 1, 2026, American Assets Trust, Inc. held its 2026 Annual Meeting of Stockholders, in which the stockholders voted on proposals as follows"
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):
_________________________
(Exact name of registrant as specified in its charter)
_________________________
| (State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||
(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. | |||||||||||
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 1, 2026, American Assets Trust, Inc. (the “Company”) held its 2026 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 2027 or until his or her successor is duly elected and qualified.
| Nominee | Votes For | Votes Withheld | ||||||||||||
| Ernest S. Rady | 54,216,994 | 2,102,205 | ||||||||||||
| Thomas S. Olinger | 54,740,520 | 1,578,679 | ||||||||||||
| Joy L. Schaefer | 35,305,627 | 21,013,572 | ||||||||||||
| Dr. Robert S. Sullivan | 42,958,854 | 13,360,345 | ||||||||||||
| Stuart A. Tanz | 55,581,052 | 738,147 | ||||||||||||
There were 1,310,343 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 2027 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, 2026.
| Votes For | Votes Against | Abstentions | ||||||||||||
| 57,349,229 | 251,445 | 28,868 | ||||||||||||
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, 2025.
| Votes For | Votes Against | Abstentions | ||||||||||||
| 55,480,484 | 792,002 | 46,713 | ||||||||||||
There were 1,310,343 broker non-votes in connection with Proposal No. 3.
2
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 Executive Officer | ||||||||
| June 1, 2026 | ||||||||
3
EXHIBIT INDEX
Exhibit Number | Exhibit Description | |||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |||||||
_____________________
4
FAQ
What did American Assets Trust, Inc. (AAT) stockholders vote on at the 2026 annual meeting?
Stockholders voted on electing five directors, ratifying Ernst & Young LLP as auditor for 2026, and approving an advisory resolution on 2025 executive compensation. All three proposals received sufficient support and were approved at the meeting.
Were the director nominees elected at American Assets Trust’s 2026 annual meeting?
Yes, all five director nominees were elected. Votes for each nominee ranged from 35,305,627 to 55,581,052, with up to 21,013,572 votes withheld and 1,310,343 broker non-votes recorded on the director election proposal.
Did American Assets Trust (AAT) stockholders approve the auditor for 2026?
Yes, stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 57,349,229 votes for, 251,445 votes against, and 28,868 abstentions, and no broker non-votes on this proposal.
How did American Assets Trust stockholders vote on executive compensation?
Stockholders approved the advisory resolution on executive compensation for the fiscal year ended December 31, 2025, with 55,480,484 votes for, 792,002 votes against, and 46,713 abstentions, along with 1,310,343 broker non-votes recorded for this compensation proposal.
What are broker non-votes reported by American Assets Trust (AAT)?
Broker non-votes are shares held by brokers that are not voted on certain proposals. American Assets Trust reported 1,310,343 broker non-votes for the director election and the advisory compensation vote, but none for the auditor ratification proposal at the 2026 annual meeting.