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 1, 2017

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Douglas Emmett, Inc.
(Exact name of registrant as specified in its charter)



Maryland
001-33106
20-3073047
(State or other jurisdiction of incorporation)
Commission file number
(I.R.S. Employer identification No.)

808 Wilshire Boulevard, Suite 200, Santa Monica, California     90401
(Address of principal executive offices)                           (Zip Code)

Registrant’s telephone number, including area code:    (310) 255-7700




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 Instruction A.2. below):
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 5.07 Submission of Matters to a Vote of Security Holders

Presented below are the voting results for the proposals (described in detail in our proxy statement filed with the Securities and Exchange Commission on April 17, 2017) submitted to our stockholders at our Annual Meeting of Stockholders held on June 1, 2017:

Proposal 1. The following nominees were elected to serve on the board of directors until the 2018 annual meeting of stockholders with the following vote:

Nominee
 
For
 
Withheld
 
Broker Non-Votes
 
 
 
 
 
 
 
Dan A. Emmett
 
135,395,435
 
6,661,653
 
4,500,801
Jordan L. Kaplan
 
140,921,389
 
1,135,699
 
4,500,801
Kenneth M. Panzer
 
135,328,442
 
6,728,646
 
4,500,801
Christopher H. Anderson
 
139,529,385
 
2,527,703
 
4,500,801
Leslie E. Bider
 
139,116,005
 
2,941,083
 
4,500,801
Dr. David T. Feinberg
 
139,530,304
 
2,526,784
 
4,500,801
Virginia A. McFerran
 
112,998,365
 
29,058,723
 
4,500,801
Thomas E. O'Hern
 
112,655,307
 
29,401,781
 
4,500,801
William E. Simon, Jr.
 
112,387,388
 
29,669,700
 
4,500,801

Proposal 2. The appointment of Ernst & Young LLP as our independent registered public accounting firm for 2017 was ratified with the following vote:

For
 
Against
 
Abstained
 
Broker Non-Votes
 
 
 
 
 
 
 
144,969,386
 
1,579,817
 
8,686
 


Proposal 3. Our 2016 executive compensation was approved with the following non-binding advisory vote:

For
 
Against
 
Abstained
 
Broker Non-Votes
 
 
 
 
 
 
 
120,675,971
 
21,359,828
 
21,288
 
4,500,802


Proposal 4. The following preferences were recorded with respect to the non-binding advisory vote on the period for future advisory votes on executive compensation:

One Year
 
Two Years
 
Three Years
 
Abstained
 
Broker Non-Votes
 
 
 
 
 
 
 
 
 
115,015,330
 
12,252
 
26,630,993
 
398,510
 
4,500,804






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.

 
 
DOUGLAS EMMETT, INC.
 
 
 
 
Dated:
June 2, 2017
By:
/s/ MONA M. GISLER
 
 
 
Mona M. Gisler
 
 
 
Chief Financial Officer