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JBG SMITH Properties

For the period ended Mar 31, 2024. Filed Apr 30, 2024.

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About this filing

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, 2024 · Filed Apr 30, 2024

JBGS$12.38-0.5%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Trading Arrangements

During the three months ended March 31, 2024, none ofour officers or trustees adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10 b5-1(c) or any "non-Rule 10b5-1 trading arrangement."

Omnibus Share Plan

On April 25, 2024, we held our 2024 Annual Meeting of Shareholders (the "Annual Meeting")* *at which our shareholders approved an amendment (the "Plan Amendment") to the JBG SMITH Properties 2017 Omnibus Share Plan, as amended, (the "Plan") to increase the total number of common shares of beneficial interest reserved for issuance under the Plan by 7.5 million common shares.

The material terms and conditions of the Plan have been previously described under Proposal No. 4 in our Definitive Proxy Statement on Schedule 14A (beginning on page 21) filed with the Securities and Exchange Commission ("SEC") on March 13, 2024 (the "Proxy Statement") and Plan Amendment attached as Annex A thereto.

The description of the Plan Amendment contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Plan Amendment, which is attached to this Quarterly Report on Form 10-Q as Exhibit 10.9 and incorporated herein by reference.

2024 Annual Meeting Voting Results

At the Annual Meeting, our shareholders voted on the (i) election of 10 trustees to our Board of Trustees (the "Board") to serve until our 2025 annual meeting of shareholders, (ii) approval, on a non-binding advisory basis, of the compensation of the named executive officers, (iii) approval, on a non-binding advisory basis, on whether the vote on compensation of named executive officers should occur every one, two or three years, (iv) approval of an amendment to the Plan to increase the number of common shares available for issuance under the Plan and (v) ratification of the appointment of Deloitte & Touche LLP ("Deloitte") as our independent registered public accounting firm for the fiscal year ending December 31, 2024. The proposals are described in detail in our Proxy Statement. The final voting results for each proposal are set forth below.

Proposal 1: Election of Trustees

At the Annual Meeting, our shareholders elected 10 trustees to our Board to serve until the 2025 annual meeting of shareholders and until their respective successors have been duly elected and qualified. The table below sets forth the voting results for each trustee nominee:

​
Nominee · Votes For · ​ · Votes Against · Abstentions · Broker Non-Votes
Phyllis R. Caldwell​73,059,149​879,318​12,357​4,383,782
Scott A. Estes73,491,985​415,992​42,847​4,383,782
Alan S. Forman70,126,986​3,780,842​42,996​4,383,782
Michael J. Glosserman73,466,250​471,502​13,072​4,383,782
W. Matthew Kelly​73,513,331​425,477​12,016​4,383,782
Alisa M. Mall69,294,636​4,643,780​12,408​4,383,782
Carol A. Melton​73,299,313​639,029​12,482​4,383,782
William J. Mulrow​72,007,090​1,930,815​12,919​4,383,782
D. Ellen Shuman​70,074,935​3,861,634​14,255​4,383,782
Robert A. Stewart​73,294,574​641,665​14,585​4,383,782

Proposal 2: Advisory Vote on Executive Compensation

At the Annual Meeting, our shareholders voted affirmatively on a non-binding resolution to approve the compensation of our named executive officers. The table below sets forth the voting results for this proposal:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
49,724,87324,159,33266,6194,383,782

Proposal 3: Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation

At the Annual Meeting, our shareholders voted on a non-binding resolution regarding the frequency with which the shareholder advisory vote on executive compensation should be held. The table below sets forth the voting results for this proposal:

One YearTwo YearsThree YearsAbstentions
72,154,78023,0381,722,89050,116

Consistent with the advisory vote of our shareholders, our Board determined that we will include a non-binding shareholder advisory vote on executive compensation in our proxy materials every year, until the next required advisory vote on the frequency of shareholder votes on executive compensation, which will occur no later than our annual meeting of shareholders in 2030.

Proposal 4: Amendment to the Plan to Increase the Number of Common Shares Available for Issuance Under the Plan

At the Annual Meeting, our shareholders voted affirmatively on the Plan Amendment to increase the total number of our common shares reserved for issuance under the Plan by 7.5 million common shares. The table below sets forth the voting results for this proposal:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
54,021,95119,897,39731,4764,383,782

Proposal 5: Ratification of the Appointment of Independent Registered Public Accounting Firm

At the Annual Meeting, our shareholders ratified the appointment of Deloitte to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024. The table below sets forth the voting results for this proposal:

Votes ForVotes AgainstAbstentions
76,585,7671,715,54933,290
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