COUSINS PROPERTIES INC
For the period ended Mar 31, 2025. Filed May 1, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 1, 2025
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Item 5. Other Information
Results of 2025 Annual Meeting of Stockholders
On April 29, 2025, the Company held its annual meeting of stockholders. Proxies for the meeting were solicited pursuant to Regulation 14A under the Securities and Exchange Act of 1934, as amended. The following matters were submitted to a vote of the stockholders:
Proposal 1 - the votes regarding the election of nine directors for a term expiring in 2026 were as follows:
| Name | For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Charles T. Cannada | 144,985,896 | 1,966,267 | 138,055 | 4,774,850 |
| Robert M. Chapman | 145,336,804 | 1,616,201 | 137,213 | 4,774,850 |
| M. Colin Connolly | 146,141,580 | 810,225 | 138,413 | 4,774,850 |
| Scott W. Fordham | 144,946,549 | 2,004,074 | 139,595 | 4,774,850 |
| Susan L. Givens | 146,898,769 | 41,757 | 149,692 | 4,774,850 |
| R. Kent Griffin, Jr. | 143,860,298 | 3,092,821 | 137,099 | 4,774,850 |
| Donna W. Hyland | 145,284,174 | 1,657,055 | 148,989 | 4,774,850 |
| Dionne Nelson | 145,983,870 | 949,425 | 156,923 | 4,774,850 |
| R. Dary Stone | 144,182,833 | 2,767,312 | 140,073 | 4,774,850 |
Proposal 2 - the advisory votes on executive compensation, often referred to as "say on pay," were as follows:
| For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 132,558,246 | 14,370,908 | 161,064 | 4,774,850 |
Proposal 3 - the votes to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accountant firm for the fiscal year ending December 31, 2025 were as follows:
| For | Against | Abstentions |
|---|---|---|
| 142,643,762 | 9,097,664 | 123,642 |
Compensatory Arrangements of Certain Officers
On April 28, 2025, the Compensation and Human Capital Committee of the Board of Directors of the Company has adopted an executive severance plan, the Cousins Properties Incorporated Executive Severance Plan (the “Executive Severance Plan”), effective April 28, 2025.
The Executive Severance Plan will initially cover the following executive officers of the Company: (i) M. Colin Connolly, President & Chief Executive Officer; (ii) Gregg D. Adzema, Executive Vice President & Chief Financial Officer; (iii) J. Kennedy Hicks, Executive Vice President, Chief Investment Officer & Managing Director – Atlanta; (iv) Richard G. Hickson, Executive Vice President – Operations; (v) John S. McColl, Executive Vice President – Development; (vi) Pamela F. Roper, Executive Vice President, General Counsel & Corporate Secretary; and (vii) Jeff D. Symes, Senior Vice President & Chief Accounting Officer.
In connection with the adoption of the Executive Severance Plan, all the foregoing executive officers with existing change in control severance agreements have agreed to terminate their change in control severance agreements.
Under the Executive Severance Plan, participants will receive severance benefits following a termination without “cause” or for “good reason.”
In the event that any participant’s employment is terminated without cause or for good reason not in connection with a “change in control”, such participant shall receive:
a cash amount equal to the applicable severance multiplier (for the Chief Executive Officer, 2x, and for an executive officer who is not the Chief Executive Officer, 1x) multiplied by the sum of the participant’s annual base salary and three-year average bonus;
a pro-rated portion of the participant’s target annual bonus for the fiscal year in which the termination occurs;
a cash payment equal to twelve months of the participant’s full monthly premium charged for coverage under the Company’s group medical plan multiplied by the applicable severance multiplier and multiplied by 170%;
full vesting of time-based equity awards; and
continued vesting of performance-based equity awards based on actual performance through the end of the performance period if the participant has 3 or more years of continuous service with the Company and prorated vesting of performance-based equity awards based on actual performance through the end of the performance period if the participant has less than 3 years of continuous service with the Company.
In the event that any participant’s employment is terminated without cause or for good reason within 60 days prior to or two years after a change in control, such participant shall receive the same severance benefits as listed above, except:
the applicable severance multiplier is 3x for the Chief Executive Officer, and 2x for an executive officer who is not the Chief Executive Officer;
the pro-rated portion of the participant’s target annual bonus is the greater of the participant’s target annual bonus: (a) for the fiscal year in which the termination occurs, or (b) as in effect immediately prior to the two-year period following the change in control; and
performance-based equity awards will be converted to time-based equity awards based on the greater of target or actual performance as of the change in control and fully vested on a termination without cause or for good reason (i.e. no single trigger vesting).
Under the terms of the participation agreements signed by each of the executive officers subject to the Executive Severance Plan, the executive officers have agreed to customary restrictive covenants, including a non-solicitation of certain Company customers during the executive officer’s employment and for one-year after the executive officer’s termination. In addition, the foregoing severance benefits are subject to a participant timely executing a release of claims, which releases all claims against the Company and other parties, subject to customary exceptions, and includes customary restrictive covenants, including a one-year non-compete. The Company has reserved the right amend, modify, terminate or discontinue the Executive Severance Plan subject to certain limitations.
The foregoing description of the Executive Severance Plan in this Item 5 is qualified in its entirety by reference to the full text of the Executive Severance Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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