Seritage investors reject pay plan, back auditor

Seritage Growth Properties reported results from its annual shareholder meeting.

Rhea-AI Filing Summary

Seritage Growth Properties reported results from its annual shareholder meeting. Six incumbent trustees, including John T. McClain and Adam Metz, did not receive the two-thirds vote required under the bylaws but will continue serving under the Company’s Declaration of Trust and Maryland law until successors are elected and qualified. Shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2026, with 27,029,802 votes for and 2,674,904 against. An advisory, non-binding resolution on the executive compensation program was rejected, with 16,048,602 votes for, 18,687,428 against and 2,500,909 abstaining, signaling shareholder dissatisfaction with current pay practices.

Positive

• None.

Negative

• Advisory pay vote failed: The non-binding resolution on the executive compensation program was rejected, with 18,687,428 votes against versus 16,048,602 in favor, highlighting shareholder dissatisfaction with current executive pay practices.

Insights

Corporate governance analyst

Shareholders backed the auditor but rejected executive pay, highlighting governance tension.

Seritage’s shareholders supported continuity in oversight by ratifying Deloitte & Touche LLP as auditor for 2026, with 27,029,802 votes for versus 2,674,904 against and no broker non-votes. This indicates broad comfort with the company’s financial reporting arrangements.

By contrast, the advisory vote on the executive compensation program failed, with 18,687,428 votes against and 16,048,602 in favor. While non-binding, such a result often pressures boards to revisit pay design, disclosure clarity, or performance alignment for named executive officers.

All trustee nominees failed to reach the two-thirds threshold required by the bylaws, yet continue in office under the Declaration of Trust and Maryland law. Future proxy materials and any changes to the compensation program or board structure will show how the board responds to this shareholder feedback.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Auditor ratification - For votes: 27,029,802 votes Auditor ratification - Against votes: 2,674,904 votes Say-on-pay - For votes: 16,048,602 votes +5 more

8 metrics

Auditor ratification - For votes 27,029,802 votes Ratification of Deloitte & Touche LLP for fiscal year 2026

Auditor ratification - Against votes 2,674,904 votes Ratification of Deloitte & Touche LLP for fiscal year 2026

Say-on-pay - For votes 16,048,602 votes Advisory vote on executive compensation program

Say-on-pay - Against votes 18,687,428 votes Advisory vote on executive compensation program

Say-on-pay - Abstain votes 2,500,909 votes Advisory vote on executive compensation program

Broker non-votes on pay and trustees 5,970,638 votes Trustee elections and advisory compensation resolution

Example trustee votes - John T. McClain For 17,810,591 votes Election of trustee John T. McClain

Example trustee votes - Adam Metz For 20,641,494 votes Election of trustee Adam Metz

Key Terms

broker non-vote, advisory, non-binding, resolution, executive compensation program, independent registered public accounting firm, +1 more

5 terms

broker non-vote financial

"The votes on this matter were as follows For | Against | Abstain | Broker Non-Vote"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

advisory, non-binding, resolution regulatory

"Approval of an advisory, non-binding, resolution to approve the Company’s executive compensation program"

executive compensation program financial

"resolution to approve the Company’s executive compensation program for the Company’s named executive officers"

A plan that determines how top managers are paid and rewarded, typically combining salary, bonuses, stock grants or options, and long-term incentive awards. Investors care because this pay package both affects a company’s costs and signals whether executives’ incentives are aligned with shareholder interests—like setting a coach’s bonus to team wins, it can motivate performance or create risky behavior if structured poorly.

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm for fiscal year 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.

Declaration of Trust regulatory

"under the Company’s Declaration of Trust and Maryland law"

A declaration of trust is a legal document that spells out who holds assets on behalf of others, what duties the holder has, and how income or profits are shared among beneficiaries. For investors it matters because it clarifies who controls the asset, how returns and losses will be allocated, and what rules govern distributions—think of it like a written instruction that tells a custodian how to manage and split the proceeds so investors know their rights and risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Seritage Growth Properties (SRG) shareholders decide about executive compensation?

Shareholders rejected Seritage’s executive compensation program. The advisory, non-binding resolution received 16,048,602 votes for, 18,687,428 against and 2,500,909 abstentions, indicating meaningful shareholder concern with how named executive officers are paid and potentially prompting the board to reassess its compensation approach.

Were Seritage Growth Properties (SRG) auditor appointments ratified at the annual meeting?

Yes, shareholders ratified Deloitte & Touche LLP as auditor. The 2026 auditor appointment received 27,029,802 votes for, 2,674,904 against and 13,502,871 abstentions, with no broker non-votes, signaling broad support for Seritage’s existing independent registered public accounting firm arrangement.

Did Seritage Growth Properties (SRG) trustees get re-elected at the 2026 annual meeting?

Trustee nominees did not reach the two-thirds bylaw threshold. Although each nominee received more votes for than against, none achieved the required two-thirds of votes cast. Under the Declaration of Trust and Maryland law, they continue as trustees until successors are elected and qualified.

What voting standard applies to electing trustees at Seritage Growth Properties (SRG)?

Trustee elections require a two-thirds vote of votes cast. The bylaws specify that at least two-thirds of all votes cast at a meeting with a quorum are needed. In 2026, nominees fell short of this threshold but remain in office under the Declaration of Trust and Maryland law.

How many broker non-votes were there on Seritage (SRG) executive compensation and trustee items?

Broker non-votes totaled 5,970,638 on key shareholder items. This figure applied to the trustee elections and the advisory vote on executive compensation, affecting the denominator of possible participation while not counting as votes for or against those proposals.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/11/2026 - 05:10 PM Learn about SEC filing dates

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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): June 11, 2026

SERITAGE GROWTH PROPERTIES

(Exact name of Registrant as Specified in Its Charter)

Maryland			001-37420	38-3976287
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
500 Fifth Avenue, Suite 1530
New York, New York				10110
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212 355-7800

(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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common shares of beneficial interest, par value $0.01 per share		SRG		New York Stock Exchange
7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share		SRG-PA		New York Stock Exchange

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 9, 2026, the Company held its annual meeting of shareholders. The meeting was held to vote on the matters described below.

1. Election of trustees. John T. McClain, Adam Metz, Talya Nevo-Hacohen, Mitchell Sabshon, Allison L. Thrush and Mark Wilsmann stood for re-election as trustees of the Company for a term ending at the 2027 annual meeting of shareholders. Under the Company’s bylaws, the affirmative vote of at least two-thirds of all the votes cast at a meeting of shareholders at which a quorum is present is required to elect a trustee. The votes on this matter were as follows:

Name	For	Against	Abstain	Broker Non-Vote
John T. McClain	17,810,591	18,413,263	1,013,085	5,970,638
Adam Metz	20,641,494	16,511,550	83,895	5,970,638
Talya Nevo-Hacohen	19,740,403	17,400,314	96,222	5,970,638
Mitchell Sabshon	19,683,261	17,457,571	96,107	5,970,638
Allison L. Thrush	20,024,044	17,116,688	96,207	5,970,638
Mark Wilsmann	20,000,466	17,140,366	96,107	5,970,638

Although Mr. McClain, Mr. Metz, Ms. Nevo-Hacohen, Mr. Sabshon, Ms. Thrush, and Mr. Wilsmann received the vote of less than two-thirds of all the votes cast at the meeting as required by the Company’s bylaws, under the Company’s Declaration of Trust and Maryland law, Mr. McClain, Mr. Metz, Ms. Nevo-Hacohen, Mr. Sabshon, Ms. Thrush and Mr. Wilsmann will continue as trustees of the Company until their successors are elected and qualified.

2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026. The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026. Ratification of the appointment of the Company’s independent registered public accounting firm required the affirmative vote of a majority of votes at the annual meeting. The votes on this matter were as follows:

For	Against	Abstain	Broker Non-Vote
27,029,802	2,674,904	13,502,871	0

3. Approval of an advisory, non-binding, resolution to approve the Company’s executive compensation program for the Company’s named executive officers. The shareholders rejected an advisory, non-binding, resolution to approve the Company’s executive compensation program for the Company’s named executive officers. Approval of this advisory, non-binding, resolution would have required the affirmative vote of a majority of votes at the annual meeting. The votes on this matter were as follows:

For	Against	Abstain	Broker Non-Vote
16,048,602	18,687,428	2,500,909	5,970,638

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

104 Cover Page Interactive Data File (embedded within 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 thereunto duly authorized.

			SERITAGE GROWTH PROPERTIES
Date:	June 11, 2026	By:	/s/ Matthew Fernand
			Matthew Fernand Chief Legal Officer and Corporate Secretary

Filing Exhibits & Attachments

1 document

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