Form 8-K - Current report

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 23, 2024

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

At the annual meeting of stockholders of Howard Hughes Holdings Inc., a Delaware corporation (the “Company”), held on May 23, 2024, 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 April 4, 2024.

The Board nominees were elected with the following vote:

Nominee	For		Against		Abstentions		Broker Non- Votes
David Eun		42,532,021		19,095		17,922		2,367,697
Adam Flatto		41,597,260		953,793		17,985		2,367,697
Ben Hakim		42,460,427		90,698		17,913		2,367,697
Beth Kaplan		40,194,284		2,355,112		19,642		2,367,697
Allen Model		42,034,590		516,207		18,241		2,367,697
David O’Reilly		42,077,592		473,472		17,974		2,367,697
R. Scot Sellers		41,986,334		565,046		17,658		2,367,697
Seven Shepsman		42,036,908		514,820		17,310		2,367,697
Mary Ann Tighe		41,952,400		597,617		19,021		2,367,697
Anthony Williams		41,947,184		604,019		17,835		2,367,697

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			42,220,470				294,552				54,016				2,367,697

Proposal

For

Against

Abstentions

A vote to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2024

44,919,536

9,863

7,336

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
		General Counsel & Secretary

Date: May 24, 2024

Cover	May 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 23, 2024
Entity File Number	001-41779
Entity Registrant Name	HOWARD HUGHES HOLDINGS INC.
Entity Central Index Key	0001981792
Entity Tax Identification Number	93-1869991
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9950 Woodloch Forest Drive
Entity Address, Address Line Two	Suite 1100
Entity Address, City or Town	The Woodlands
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77381
City Area Code	281
Local Phone Number	719-6100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock $0.01 par value per share
Trading Symbol	HHH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false