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)

April 27, 2012

 

General Growth Properties, Inc.

(Exact name of registrant as specified in its charter)

 

 

110 N. Wacker Drive, Chicago, Illinois 60606

(Address of principal executive offices)  (Zip Code)

 

(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:

 

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, 2012, General Growth Properties, Inc. (the “Company”) held its 2012 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 16, 2012.  The final voting results for each matter submitted to a vote of stockholders at the meeting are as follows:

 

Proposal 1 — Election of Directors

 

All nine of the nominees for directors were elected to serve for a term which expires at our 2013 annual meeting of stockholders and until their respective successors are duly elected and qualified, by the votes set forth below.

 

Nominee		Voted For		Withheld		Broker Non-Votes
Richard B. Clark		794,115,057		2,240,061		34,789,760
Mary Lou Fiala		690,678,094		105,677,024		34,789,760
J. Bruce Flatt		639,504,858		156,850,260		34,789,760
John K. Haley		701,657,795		94,697,323		34,789,760
Cyrus Madon		762,804,039		33,551,079		34,789,760
Sandeep Mathrani		792,830,446		3,524,672		34,789,760
David J. Neithercut		701,754,959		94,600,159		34,789,760
Mark R. Patterson		701,435,345		94,919,773		34,789,760
John G. Schreiber		690,761,453		105,593,665		34,789,760

 

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, 2012 was ratified by the stockholders by the votes set forth below.

 

Voted For		Voted Against		Abstain
829,561,288		1,476,364		107,226

 

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 below.

 

Voted For		Voted Against		Abstain		Broker Non-Votes
636,279,541		145,077,714		14,997,863		34,789,760

 

Proposal 4 — Approval of Amended and Restated Employee Stock Purchase Plan

 

The stockholders approved the Amended and Restated Employee Stock Purchase Plan of the Company by the votes set forth below.

 

Voted For		Voted Against		Abstain		Broker Non-Votes
793,790,197		2,415,914		149,007		34,789,760

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	GENERAL GROWTH PROPERTIES, INC.
	By:	/s/ Stacie L. Herron
		Stacie L. Herron, Vice President and Secretary
Date: May 1, 2012

 

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