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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 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, 2026
HOWARD HUGHES HOLDINGS INC.
(Exact name of registrant as specified
in its charter)
Delaware
(State or other jurisdiction
of incorporation) |
|
001-41779
(Commission File Number) |
|
93-1869991
(I.R.S. Employer Identification No.) |
9950 Woodloch Forest Drive, Suite 1100
The Woodlands, Texas 77380
(Address of principal executive offices)
Registrant’s telephone number, including
area code: (281) 719-6100
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: |
|
Trading Symbol(s) |
|
Name of each
exchange on which registered: |
| Common stock $0.01 par value per share |
|
HHH |
|
New York Stock Exchange |
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)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act (§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.
At the 2026 Annual Meeting
of Stockholders of Howard Hughes Holdings Inc., a Delaware corporation (the “Company”), held on September 30, 2026, the stockholders
elected the Company’s Board of Directors (the “Board”) and voted upon two Board proposals contained within the Company’s
Proxy Statement, dated August 19, 2026.
The Board nominees were elected with the following
votes:
| Nominee | |
For | | |
Against | | |
Abstentions | | |
Broker Non- Votes | |
| William Ackman | |
| 47,774,088 | | |
| 348,783 | | |
| 4,711 | | |
| 4,867,036 | |
| David Eun | |
| 48,048,930 | | |
| 62,738 | | |
| 15,914 | | |
| 4,867,036 | |
| Marc Grandisson | |
| 47,726,385 | | |
| 388,103 | | |
| 13,094 | | |
| 4,867,036 | |
| Ryan Israel | |
| 47,718,693 | | |
| 396,724 | | |
| 12,165 | | |
| 4,867,036 | |
| Thom Lachman | |
| 47,899,951 | | |
| 209,797 | | |
| 17,834 | | |
| 4,867,036 | |
| David O’Reilly | |
| 47,658,940 | | |
| 453,076 | | |
| 15,566 | | |
| 4,867,036 | |
| Susan Panuccio | |
| 48,044,136 | | |
| 68,690 | | |
| 14,756 | | |
| 4,867,036 | |
| R. Scot Sellers | |
| 47,617,612 | | |
| 493,187 | | |
| 16,783 | | |
| 4,867,036 | |
| Mary Ann Tighe | |
| 47,747,874 | | |
| 365,930 | | |
| 13,778 | | |
| 4,867,036 | |
| Jean-Baptiste Wautier | |
| 48,042,701 | | |
| 69,049 | | |
| 15,832 | | |
| 4,867,036 | |
| Anthony Williams | |
| 46,263,316 | | |
| 1,846,514 | | |
| 17,752 | | |
| 4,867,036 | |
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 | |
| 47,804,003 | | |
| 183,255 | | |
| 140,324 | | |
| 4,867,036 | |
| Proposal | |
For | | |
Against | | |
Abstentions | |
| A vote to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026 | |
| 52,895,644 | | |
| 73,709 | | |
| 25,265 | |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 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 |
| |
|
Chief Legal Officer & Secretary |
Date: October 1, 2026