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

 

April 27, 2011

Date of Report (Date of earliest event reported)

 

General Growth Properties, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

(312) 960-5000

(Registrant’s telephone number, including area code)

 

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

 

On April 27, 2011, General Growth Properties, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”). During the Annual Meeting, our stockholders were asked to consider and vote upon the proposals described in detail in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the SEC on March 15, 2011.  The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:

 

Proposal 1—Election of Directors

 

All nine of the nominees for director were elected to serve for a term which expires at our 2012 annual meeting of stockholders and until their respective successors are duly elected and qualified, by the votes set forth in the table below.

 

Nominee		Voted For		Withheld		Broker Non-Votes
Richard B. Clark		767,831,350		228,229		88,286,716
Mary Lou Fiala		767,023,944		1,035,635		88,286,716
Bruce J. Flatt		767,842,041		217,538		88,286,716
John K. Haley		764,931,597		3,127,982		88,286,716
Cyrus Madon		767,790,429		269,150		88,286,716
Sandeep Mathrani		738,607,120		29,452,459		88,286,716
David J. Neithercut		767,031,915		1,027,664		88,286,716
Sheli Z. Rosenberg		733,235,944		34,823,635		88,286,716
John G. Schreiber		767,636,626		422,953		88,286,716

 

Proposal 2—Ratification of the Selection of Independent Registered Public Accounting Firm

 

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011 was ratified by the stockholders by the votes set forth in the table below.

 

Voted For		Voted Against		Abstain
855,341,305		834,483		170,507

 

Proposal 3—Advisory Vote on Executive Compensation

 

The stockholders approved, on an advisory basis, the compensation of our named executive directors by the votes set forth in the table below.

 

Voted For		Voted Against		Abstain		Broker Non-Votes
757,918,104		9,758,084		383,391		88,286,716

 

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Proposal 4—Frequency of Periodic Advisory Votes on Executive Compensation

 

The following votes were cast on the frequency of future advisory votes on executive compensation.

 

1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
748,774,202		535,957		18,259,083		490,337		88,286,716

 

In accordance with the voting results on this proposal, the Company determined that the advisory vote on executive compensation would be held every year until the next vote on the frequency of such advisory votes.  A stockholder vote on the frequency of stockholder votes on the compensation of executives is required to be held at least once every six years.

 

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.

 

 

	GENERAL GROWTH PROPERTIES, INC.
	/s/ Andrew J. Perel
	Name:	Andrew J. Perel
	Title:	Executive Vice President, General Counsel and Secretary
Date: May 2, 2011

 

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