Highwoods Properties (HIW) investors approve directors, pay and 2026 auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Highwoods Properties, Inc. and Highwoods Realty Limited Partnership reported the results of their annual stockholder meeting held on May 12, 2026. Stockholders elected all nominated directors, including Charles A. Anderson with 95,264,896 votes for and Candice W. Todd with 95,809,591 votes for.

Stockholders also ratified the appointment of Deloitte & Touche LLP as the independent auditor for 2026, with 99,990,150 votes in favor. In addition, the advisory vote on executive compensation was approved, receiving 93,787,107 votes for versus 2,057,316 votes against.

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

Votes for Deloitte & Touche LLP: 99,990,150 votes Votes against Deloitte & Touche LLP: 785,813 votes Say-on-pay votes for: 93,787,107 votes +3 more

6 metrics

Votes for Deloitte & Touche LLP 99,990,150 votes Ratification of independent auditor for 2026

Votes against Deloitte & Touche LLP 785,813 votes Ratification of independent auditor for 2026

Say-on-pay votes for 93,787,107 votes Advisory vote on executive compensation

Say-on-pay votes against 2,057,316 votes Advisory vote on executive compensation

Votes for Candice W. Todd 95,809,591 votes Election of director

Votes for Charles A. Anderson 95,264,896 votes Election of director

Key Terms

broker non-votes, independent auditor, advisory vote on executive compensation, emerging growth company, +1 more

5 terms

broker non-votes regulatory

"Abstain/ Withheld | Broker Non-Votes (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 auditor financial

"Ratification of appointment of Deloitte & Touche LLP as independent auditor for 2026"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

advisory vote on executive compensation financial

"Advisory vote on executive compensation | 93,787,107 | 2,057,316"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

emerging growth company regulatory

"Emerging growth company Securities registered pursuant to Section 12(b) of the Act"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

annual meeting of stockholders regulatory

"On May 12, 2026, the Company held its annual meeting of stockholders."

Understanding 8-K Material Events →

05/12/2026 - 04:05 PM

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): May 12, 2026

HIGHWOODS PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-13100

56-1871668

(State or other jurisdiction
of incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification Number)

HIGHWOODS REALTY LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

North Carolina

000-21731

56-1869557

(State or other jurisdiction
of incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification Number)

150 Fayetteville Street, Suite 1400

Raleigh, NC 27601

(Address of principal executive offices) (Zip Code)

919-872-4924

(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants 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 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. ☐

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, $.01 par value, of Highwoods Properties, Inc.	HIW	New York Stock Exchange

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

On May 12, 2026, the Company held its annual meeting of stockholders. The final vote of the matters presented for a vote at such meeting was as follows:


	Matter	For	Against	Abstain/ Withheld	Broker Non-Votes
(1)	Election of Directors:				4,901,201
	Charles A. Anderson	95,264,896		662,234
	Carlos E. Evans	92,905,366		3,021,764
	David L. Gadis	95,193,271		733,859
	David J. Hartzell	92,571,229		3,355,901
	Theodore J. Klinck	95,267,442		659,688
	Anne H. Lloyd	94,661,032		1,266,098
	Candice W. Todd	95,809,591		117,539
(2)	Ratification of appointment of Deloitte & Touche LLP as independent auditor for 2026	99,990,150	785,813	52,368
(3)	Advisory vote on executive compensation	93,787,107	2,057,316	82,707	4,901,201

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


						HIGHWOODS PROPERTIES, INC.
						By:			/s/ Jeffrey D. Miller
									Jeffrey D. Miller
									Executive Vice President, General Counsel and Secretary


						HIGHWOODS REALTY LIMITED PARTNERSHIP
						By: Highwoods Properties, Inc., its general partner
						By:			/s/ Jeffrey D. Miller
									Jeffrey D. Miller
									Executive Vice President, General Counsel and Secretary

Dated: May 12, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Highwoods Properties (HIW) shareholders approve at the 2026 annual meeting?

Shareholders approved all proposals, including electing all director nominees, ratifying Deloitte & Touche LLP as 2026 auditor, and supporting the advisory vote on executive compensation with a strong majority in favor.

Were all Highwoods Properties (HIW) director nominees elected in 2026?

Yes, all director nominees were elected. Support levels were high, with votes for nominees such as Candice W. Todd and Charles A. Anderson exceeding 95 million shares in favor, demonstrating solid backing from stockholders.

Did Highwoods Properties (HIW) shareholders ratify Deloitte & Touche as auditor?

Yes, shareholders ratified Deloitte & Touche LLP as the independent auditor for 2026, with 99,990,150 votes for, 785,813 against, and 52,368 abstentions, indicating very strong support for the auditor appointment.

How did Highwoods Properties (HIW) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory vote on executive compensation, with 93,787,107 votes for, 2,057,316 against, and 82,707 abstentions. This indicates broad shareholder support for the company’s executive pay practices for the period reviewed.

What is the significance of broker non-votes in the Highwoods Properties (HIW) 2026 meeting?

Broker non-votes reflect shares held in street name where brokers did not receive voting instructions. The meeting results show broker non-votes on certain items, but all proposals still passed with sufficient votes from instructed shareholders.

Filing Exhibits & Attachments

4 documents