PGRE Paramount Group Inc

 

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): May 16, 2024

 

Paramount Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland			001-36746			32-0439307
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
1633 Broadway New York, New York								10019
(Address of Principal Executive offices)								(Zip Code)

Registrant’s telephone number, including area code: (212) 237-3100

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 (see General Instructions A.2.):

 

☐	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		Name of each exchange on which registered
Common stock of Paramount Group, Inc., $0.01 par value per share		PGRE		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. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As described below in Item 5.07 of this Current Report on Form 8-K, on May 16, 2024, the stockholders of Paramount Group, Inc. (the “Company”) voted at the 2024 annual meeting of stockholders (the “Annual Meeting”) to approve the Company’s 2024 Equity Incentive Plan (the “2024 Plan”). The 2024 Plan will replace the Company’s Amended and Restated 2014 Equity Incentive Plan. The 2024 Plan is designed to enhance the flexibility to grant equity awards to the Company’s officers, employees, non-employee directors and consultants, all of whom are eligible to participate in the 2024 Plan, subject to the discretion of the administrator, and to ensure that the Company can continue to grant equity awards to eligible recipients. The maximum number of shares of common stock to be issued under the 2024 Plan is 24,778,731. The 2024 Plan previously had been approved, subject to stockholder approval, by the Company’s Board of Directors (the “Board”) on March 18, 2024 and became effective upon receipt of stockholder approval on May 16, 2024 at the Annual Meeting. The term of the 2024 Plan will expire on March 18, 2034.

 

A detailed summary of the material features of the 2024 Plan is set forth in Proposal 3 to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 4, 2024. That detailed summary of the 2024 Plan and any description contained herein are qualified in their entirety by reference to the full text of the 2024 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

The information set forth below in Item 5.07 of this Current Report on Form 8-K regarding compliance by Katharina Otto-Bernstein, as a member of the Board, with the Company’s Corporate Governance Guidelines and reappointment to the Board is incorporated into this Item 5.02 by reference.

 

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

 

On May 16, 2024, the Company held its Annual Meeting in New York, New York. As of the record date, there were a total of 217,329,254 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for or against, and the number of abstentions and broker non-votes with respect to each matter, as applicable.

 

Proposal 1. Votes regarding the election of the persons named below as directors for a term expiring at the annual meeting of stockholders in 2025 and until their respective successors have been duly elected and qualified or until their earlier resignation or removal, were as follows:

 

														Broker
Names of Directors		For				Against				Abstain				Non-Votes
Albert Behler			179,709,338				6,225,358				21,658				4,837,974
Thomas Armbrust			173,923,853				12,030,047				2,454				4,837,974
Martin Bussmann			168,811,191				17,142,640				2,523				4,837,974
Karin Klein			184,784,633				1,169,653				2,068				4,837,974
Katharina Otto-Bernstein (1)			83,276,673				102,677,303				2,378				4,837,974
Mark Patterson			170,238,583				15,715,704				2,067				4,837,974
Hitoshi Saito			185,078,423				876,060				1,871				4,837,974
Paula Sutter			184,751,606				1,202,742				2,006				4,837,974
Greg Wright			145,454,899				40,499,387				2,068				4,837,974

 

 

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Based on the votes set forth above, each of the foregoing persons was duly elected or appointed to serve as a director for a term expiring at the annual meeting of stockholders in 2025 and until the directors’ successors have been duly elected and qualified or until a given director’s earlier resignation or removal.

 

 

Proposal 2. Votes regarding a non-binding, advisory resolution approving the compensation of the Company’s named executive officers, were as follows:

 

												Broker
For				Against				Abstain				Non-Votes
	92,351,033				93,596,497				8,824				4,837,974

 

Based on the votes set forth above, the non-binding, advisory resolution approving the compensation of the Company’s named executive officers was not approved by the Company’s stockholders.

 

 

Proposal 3. Votes regarding the approval of the 2024 Plan, were as follows:

 

												Broker
For				Against				Abstain				Non-Votes
	133,374,936				44,850,634				7,730,784				4,837,974

 

Based on the votes set forth above, the 2024 Plan was approved by the Company’s stockholders.

 

 

Proposal 4. Votes regarding the ratification of the audit committee’s appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2024, were as follows:

 

For				Against				Abstain
	183,980,431				5,916,813				897,084

 

Based on the votes set forth above, the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company to serve for the fiscal year ending December 31, 2024 was duly ratified by the Company’s stockholders.

 

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit Number				Description
	10.1			2024 Equity Incentive Plan, incorporated by reference to Exhibit 99.1 to the Registrant’s Form S-8 filed with the SEC on May 17, 2024
	104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.

 

PARAMOUNT GROUP, INC.
By:		/s/ Gage Johnson
Name:		Gage Johnson
Title:		Senior Vice President, General Counsel and Secretary

 

Date: May 17, 2024

 

 

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Document and Entity Information	May 16, 2024
Cover [Abstract]
Entity Address, State or Province	NY
Amendment Flag	false
Entity Central Index Key	0001605607
Document Type	8-K
Document Period End Date	May 16, 2024
Entity Registrant Name	Paramount Group, Inc.
Entity Incorporation State Country Code	MD
Entity File Number	001-36746
Entity Tax Identification Number	32-0439307
Entity Address, Address Line One	1633 Broadway
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	237-3100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock of Paramount Group, Inc., $0.01 par value per share
Trading Symbol	PGRE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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