[8-K] Howard Hughes Holdings Inc. Reports Material Event

Rhea-AI Filing Summary

Howard Hughes Holdings, Inc. disclosed results from its annual meeting including shareholder votes on board elections, executive compensation and auditor ratification. Directors named in the report received majority support, with individual director vote totals listed; an advisory vote to approve named executive officer compensation passed with 23,394,881 votes for and 566,168 against. Shareholders ratified the appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal 2025 by a vote of 27,617,230 for and 83,030 against. The filing includes the interactive XBRL cover page and is signed by General Counsel Joseph Valane.

Positive

• Advisory approval of executive compensation passed with 23,394,881 votes for
• KPMG LLP ratified as independent auditor for fiscal 2025 with 27,617,230 votes for
• Clear vote tallies disclosed including broker non-votes, improving transparency

Negative

• Notable broker non-votes of 3,646,203 could mute shareholder voting outcomes
• Some opposition to the compensation proposal (566,168 votes) and auditor ratification (83,030 votes) indicates minority dissent

Insights

Governance Analyst

Shareholders broadly supported management and the auditor selection.

The director slate and the advisory executive compensation proposal received decisive majority votes, indicating general shareholder alignment with the board’s governance and pay practices. The 23.4M for-vote on compensation suggests limited investor pushback in this cycle.

The ratification of KPMG LLP for fiscal 2025 with over 27.6M for-votes reduces near-term audit uncertainty; monitor any subsequent disclosures about auditor fees or audit committee changes over the coming year.

Corporate Secretary / Meeting Specialist

Meeting outcomes are routine and close the annual corporate governance cycle.

Recorded tallies for individual directors and proposals fulfill disclosure obligations and confirm the meeting was executed with clear vote counts and broker non-votes reported. The presence of broker non-votes (e.g., 3,646,203) shows outstanding shares held by brokers without voting instructions.

Investors tracking governance should note the explicit broker non-vote amount and expect any future contested items to reference these figures ahead of next annual meetings in 2026.

false000198179200019817922025-09-302025-09-30

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): September 30, 2025

Howard Hughes Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41779		93-1869991
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

9950 WOODLOCH FOREST DRIVE, 11TH FLOOR

THE WOODLANDS, Texas 77380

(Address of principal executive offices, including zip code)

(646) 354-3406

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock $0.01 par value per share	HHH	NYSE

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 Instruction A.2. below):

☐ 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))

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.

On September 30, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Howard Hughes Holdings Inc., a Delaware corporation (the “Company”), stockholders approved the Company’s 2025 Equity Incentive Plan (the “2025 Plan”). The 2025 Plan had been approved by the Company’s Board of Directors on August 7, 2025, subject to the approval of the stockholders, and became effective upon approval by the stockholders on September 30, 2025.   The 2025 Plan is attached hereto as Exhibit 10.1.

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

At the Annual Meeting, the stockholders elected the Company’s Board of Directors (the “Board”) and voted upon three Board proposals contained within the Company’s Proxy Statement, dated August 15, 2025.

The Board nominees were elected with the following votes:

Nominee		For				Against				Abstentions				Broker Non- Votes
William Ackman		23,115,019					956,959				20,287				3,646,203
David Eun		23,955,292					96,507				40,466				3,646,203
Ben Hakim		23,487,349					572,510				32,406				3,646,203
Ryan Israel		23,439,289					621,462				31,514				3,646,203
Thom Lachman		24,009,429					43,693				39,143				3,646,203
David O’Reilly		23,354,758					699,103				38,404				3,646,203
Susan Panuccio		23,997,881					54,923				39,461				3,646,203
R. Scot Sellers		22,784,866					1,264,766				42,633				3,646,203
Mary Ann Tighe		23,005,947					1,036,436				49,882				3,646,203
Jean-Baptiste Wautier		23,988,744					63,494				40,027				3,646,203
Anthony Williams		22,027,276					2,025,121				39,868				3,646,203

The stockholders voted on the following proposals and cast their votes as described below:

Proposal		For		Against		Abstentions		Broker Non- Votes
An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers		23,394,881		566,168		131,216		3,646,203

Proposal		For		Against		Abstentions		Broker Non- Votes
A vote to approve the Howard Hughes Holdings Inc. 2025 Equity Incentive Plan		23,607,854		373,731		110,680		3,646,203

Proposal		For		Against		Abstentions
A vote to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2025		27,617,230		83,030		38,208

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Howard Hughes Holdings Inc. 2025 Equity Incentive Plan
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.

	HOWARD HUGHES HOLDINGS INC.
	By:	/s/ Joseph Valane
		Joseph Valane
		General Counsel & Secretary

Date: October 6, 2025

FAQ

What were the results of Howard Hughes Holdings (HHH) advisory vote on executive compensation?

The advisory (non-binding) vote to approve named executive officer compensation passed with 23,394,881 votes for, 566,168 against, and 131,216 abstentions.

Was KPMG LLP approved as Howard Hughes Holdings' auditor for fiscal 2025?

Yes. Shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for fiscal 2025 by a vote of 27,617,230 for, 83,030 against, and 38,208 abstentions.

How many broker non-votes were reported in the Howard Hughes Holdings meeting?

The report lists 3,646,203 broker non-votes across the disclosed proposals.

Who signed the 8-K filing for Howard Hughes Holdings (HHH)?

The filing was signed by Joseph Valane, General Counsel & Secretary.

Are individual director vote totals disclosed in the Howard Hughes Holdings 8-K?

Yes. The filing lists individual director vote counts showing majority support for the named directors (examples include totals in the low-to-mid 23 million range).