Seritage Growth Properties Announces 2024 Annual Meeting of Shareholders

AI Summary

Seritage Growth Properties (SRG-PA) filed a Proxy Statement (DEF 14A) with the SEC on April 23, 2024. The 2024 annual meeting of Seritage Growth Properties shareholders will be held virtually on June 5, 2024, at 10:00 a.m. Eastern Time. Shareholders can attend, vote, and submit questions virtually by visiting meetnow.global/MGHTACU. Proxy materials are being provided over the Internet under SEC's 'notice and access' rules. Shareholders are encouraged to submit proxies via Internet or telephone. Proxies submitted by mail must be received by June 4, 2024, to be counted.

Why It Matters

For investors and stakeholders tracking Seritage Growth Properties, this filing contains several important signals. The virtual format allows for broader shareholder participation regardless of location. The 'notice and access' approach aims to reduce printing and mailing costs for the company.

Risk Assessment

Risk Level: low — Seritage Growth Properties shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain new financial or operational disclosures that would indicate significant risk.

Analyst Insight

Review the proxy statement for details on director nominations, executive compensation, and any shareholder proposals to inform voting decisions.

Key Numbers

• June 5, 2024 — Annual Meeting Date (2024 annual meeting of shareholders.)
• 10:00 a.m. Eastern Time — Annual Meeting Time (Scheduled start time for the virtual meeting.)
• June 4, 2024 — Mail Proxy Deadline (Date by which mailed proxies must be received.)

Key Players & Entities

• Seritage Growth Properties (company) — Registrant and filer of the proxy statement.
• June 5, 2024 (date) — Date of the 2024 annual meeting of shareholders.
• 2024 (date) — Year of the annual meeting.
• SEC (regulator) — U.S. Securities and Exchange Commission, whose rules are being followed.
• 2024-04-23 (date) — Filing date of the proxy statement.
• June 4, 2024 (date) — Deadline for receiving mailed proxies.

FAQ

Risk Factors

• Compliance with SEC Proxy Rules [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.

Key Dates

• 2024-06-05: 2024 Annual Meeting of Shareholders — Shareholders will vote on company matters and elect directors.
• 2024-04-23: Filing Date — The proxy statement was filed with the SEC.
• 2024-06-04: Mail Proxy Receipt Deadline — Last day for mailed proxies to be counted for the annual meeting.

Glossary

Proxy Statement

A document filed by a company with the SEC that contains information that shareholders need to make informed voting decisions at shareholder meetings. (Provides essential details for shareholders to vote on company matters.)

Notice and Access

An SEC rule allowing companies to provide proxy materials to shareholders over the Internet instead of mailing physical copies. (Enables cost savings for the company and provides shareholders with electronic access to materials.)

Key Financial Figures

• $0.01 — A common shares of beneficial interest, $0.01 par value per share ("Class A Shares"),
• $20,000 — behalf and will pay Innisfree a fee of $20,000 plus reimbursement of reasonable out-of

Filing Documents

• srg-20240423.htm (DEF 14A) — 579KB
• ipc_001.jpg (GRAPHIC) — 192KB
• ipc_002.jpg (GRAPHIC) — 152KB
• image_001.jpg (GRAPHIC) — 2KB
• image_002.jpg (GRAPHIC) — 2KB
• image_003.jpg (GRAPHIC) — 6KB
• image_004.jpg (GRAPHIC) — 16KB
• image_005.jpg (GRAPHIC) — 10KB
• 0001174947-24-000573.txt ( ) — 2650KB
• srg-20240423.xsd (EX-101.SCH) — 12KB
• srg-20240423_def.xml (EX-101.DEF) — 11KB
• srg-20240423_lab.xml (EX-101.LAB) — 35KB
• srg-20240423_pre.xml (EX-101.PRE) — 14KB
• srg-20240423_htm.xml (XML) — 352KB

ELECTION OF TRUSTEES

ITEM 1. ELECTION OF TRUSTEES 12 AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP 15

Security Ownership of Trustees and Management

Security Ownership of Trustees and Management 15

Security Ownership of 5% Beneficial Owners

Security Ownership of 5% Beneficial Owners 16 EXECUTIVE OFFICERS 17 COMPENSATION DISCUSSION AND ANALYSIS 18

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 36 REPORT OF THE AUDIT COMMITTEE 36

ADVISORY VOTE ON EXECUTIVE COMPENSATION

ITEM 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION 37 2025 ANNUAL MEETING OF SHAREHOLDERS 38 Procedures for Submitting Shareholder Proposals 38 SOLICITATION OF PROXIES 39 IMPORTANT 39 QUESTIONS AND ANSWERS What is included in these proxy materials? What is a proxy statement and what is a proxy? The proxy materials for the 2024 annual meeting of shareholders (the "Annual Meeting") of Seritage Growth Properties, a Maryland real estate investment trust that is taxed as a C corporation ("Seritage," "the Company," "our company," "we," "our," or "us"), include the Notice of Annual Meeting, this Proxy Statement, our 2023 Annual Report on Form 10-K and a proxy card or voting instruction form. The Company has made these proxy materials available to you by Internet or, upon your request, has delivered printed versions of these materials to you by mail, because you were a shareholder of record at the close of business on April 17, 2024 (the "Record Date"). A "proxy statement" is a document that U.S. Securities and Exchange Commission ("SEC") regulations require us to give you when we ask you to sign a proxy designating individuals to vote on your behalf. The word "proxy" has two meanings. A "proxy" is the legal designation of another person to cast the votes entitled to be cast by the holder of the shares and is sometimes called a "proxy card." That other designated person is called a "proxy" and is sometimes referred to as a "proxy holder." We have designated three of our officers as proxies for the Annual Meeting. When you authorize a proxy by using the Internet, by telephone or by signing and returning the proxy card, you appoint each of Andrea L. Olshan, John Garilli and Matthew Fernand as your proxy at the Annual Meeting (the "proxies"), with full power of substitution by any of them. Even if you plan to attend the Annual Meeting, we encourage you to authorize a proxy to vote your shares in advance by using the Internet, by telephone or, if you received y

: The affirmative

Item 1 : The affirmative vote of at least two-thirds of all the votes cast (i.e., voted "for" or "against") as to a nominee at a meeting of shareholders at which a quorum is present is required to elect a trustee. In the event that an incumbent trustee does not receive a sufficient percentage of votes entitled to be cast for election, he or she will continue to serve on the Board until a successor is duly elected and qualifies. Cumulative voting is not permitted. What is the required vote to approve each of the other proposals?

: Ratification

Item 2 : Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm requires the affirmative vote of a majority of votes cast (i.e., voted "for" or "against") in person or represented by proxy at the Annual Meeting.

: Approval of

Item 3 : Approval of the advisory vote on the Company's executive compensation program for our named executive officers requires the affirmative vote of a majority of votes cast (i.e., voted "for" or "against") in person or represented by proxy at the Annual Meeting. What is the effect of an abstention? Abstentions occur when a shareholder is present in person or by proxy at the Annual Meeting, but abstains from voting. Abstentions will be counted for purposes of determining whether a quorum is present at the Annual Meeting. Abstentions are not votes cast and will have no effect on the election of trustees, on the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm or on the advisory vote on the Company's executive compensation. How will votes be counted on shares held through brokers? 3 If you hold shares beneficially in street name, but do not provide your broker with voting instructions on a matter on which the broker is not permitted to vote without instructions from the beneficial owner, your shares represent "broker non-votes." Under the rules of the New York Stock Exchange, brokers are not entitled to vote on (i) the election of trustees (Item 1) or (ii) the advisory vote on the Company's executive compensation (Item 3) unless they receive voting instructions from the beneficial owner. Your broker is entitled to vote your shares even if no instructions are received from you on the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm (Item 2). Broker non-votes will be counted for purposes of determining whether a quorum is present at the Annual Meeting. Because broker non-votes are not considered votes cast on a proposal, broker non-votes, if any, will not affect the outcome of the election of trustees (Item 1) or the advisory vote on the Company's executive compensation (Item 3). Why are you holding a virtual Annual Meeting? We beli

View Full Filing

View this DEF 14A filing on SEC EDGAR