Seritage Growth Properties

8-K · srg-20260611.htm iXBRL

0001628063 2026-06-11 2026-06-11 0001628063 srg:Seven00SeriesACumulativeRedeemablePreferredSharesOfBeneficialInterestParValue001PerShareMember 2026-06-11 2026-06-11 0001628063 us-gaap:CommonStockMember 2026-06-11 2026-06-11

  
 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