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2025-06-27
2025-06-27
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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): July 1, 2025
(June 27, 2025)

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 77381
(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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 27, 2025, Beth
Kaplan and Steven Shepsman, each a member of the Board of Directors (the “Board”) of Howard Hughes Holdings Inc. (the “Company”),
informed the Company that they have decided not to stand for re-election at the Company’s 2025 Annual Meeting of Stockholders.
The decisions of Ms. Kaplan
and Mr. Shepsman not to stand for re-election were not the result of any disagreement with the Company or its management on any matter
relating to the Company’s operations, policies or practices.
The Company is conducting
a search for qualified candidates to fill the two vacancies that will result from these departures.
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 |
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|
Joseph Valane |
|
|
General Counsel and
Secretary |
|
Date: July 1, 2025