Howard Hughes Holdings Inc. (HHH) Earnings Call Transcript & Summary

Good morning, and welcome to the Howard Hughes Corporation 2021 Annual Meeting of Shareholders I would now like to introduce the first presenter, Bill Ackman, Chairman of the Board of Directors. Mr. Ackman, you may proceed.

Thank you so much. So everyone, welcome to the 2021 Annual Meeting of Shareholders. I look forward to having this meeting in person next year. But for now, we'll be virtual. The first item on our agenda is the election of directors, followed by the consideration of 2 proposals, an advisory vote to approve the compensation of our named executive officers for the year ended December 31, 2020, and an advisory vote to ratify the appointment of E&Y -- Young LLP as the company's independent registered public accounting firm for the fiscal year ended December 31, 2021. This time, I'd like to publicly recognize the Board of Directors, who have been active and engaged in the representation of the stockholders' interest and their oversight of the company. And I can say it's really a great Board that -- with a lot of expertise, both in real estate and in other areas that have been very, very helpful to the company. So in alphabetical order: Adam Flatto, Jeff Furber; Beth Kaplan; Al Model; David O'Reilly, our CEO; Scot Sellers; Steve Shepsman; Mary Ann Tighe; and Tony Williams, who joined the Board this year. Broadridge has been appointed to act as inspector of election. The agenda rules of conduct for the meeting are available on the virtual meeting portal. In addition, if you are a registered stockholder, you may electronically submit any questions you may have through the meeting portal. I'd like to turn the meeting now over to Peter Riley, our General Counsel and Secretary, to address the formal business of the meeting. Peter?

Thank you, Mr. Chairman. This meeting is held pursuant to the notice of meeting, proxy statement and proxy mailed on or about April 12, 2021. Broadridge has delivered an affidavit of mailing establishing that notice of the meeting was duly given.

Peter, if you could talk a little louder, please? It's a little difficult to hear you.

Sure. A copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. All stockholders of record at the close of business on April 1, 2021, are entitled to vote in connection with this annual meeting. The list of the stockholders entitled to vote has been available at the company's headquarters for the last 10 days and also is available on the voting web portal for examination by any stockholder desiring to do so. As of the record date, 55,244,102 shares of common stock of the company were outstanding and entitled to vote at this meeting. Broadridge has informed us that 49,626,826 shares of common stock or approximately 89.83% of the shares entitled to vote are represented in person or by proxy at this meeting. Therefore, a quorum is present.

Okay, great. Thank you, Mr. Secretary. Because holders of majority of the shares entitled to vote at this meeting are present in person or by proxy, I declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. First proposal, election of directors. First proposal before the stockholders of the company is the election of 10 directors, each to serve until the Annual Meeting of Stockholders in 2022, until their successors are duly elected and qualified. Board recommends the election of the following persons as directors of the company, myself, Bill Ackman, Adam Flatto, Jeff Furber, Beth Kaplan, Al Model, David O'Reilly, Scot Sellers, Steve Shepsman, Mary Ann Tighe and Tony Williams. Please see our 2021 proxy statement for additional information regarding the nominees and their qualifications as directors. According to the company's bylaws, stockholders are required to submit advanced written notice to the company to nominate directors for election to serve on the board. The company has not received any such notice, and as a result, the nominations of directors to serve on the Board are hereby close. Proposal #2, Say-on-Pay. The second proposal for the stockholders of the company is the advisory vote to approve the 2020 compensation of the company's named executive officers, as further described in our proxy statement. Specifically, our Board is asking stockholders to approve a nonbinding advisory vote on the following resolution. Resolved. The compensation paid to the company's NEOs, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, compensation tables and any related material disclosed in this proxy statement is hereby approved. Generally, this vote gives you as a stockholder the opportunity to endorse or not endorse the company's executive compensation program by voting for or against this proposal. The company recommends a stockholders vote for the proposal. Proposal #3, ratification of appointment of E&Y LLP. Third proposal before the stockholders is the advisory vote to ratify the appointment of E&Y LLP as the company's independent registered public accounting firm for the fiscal year ended December 31, 2021. The Board recommends that shareholders vote for the proposals. Questions and comments. If you have any questions regarding the director nominations or other proposals, please electronically submit them through the meeting portal at this time. Why don't we take a few minutes or Peter, obviously, as questions pop-up, please.

Yes, Bill. I will. I don't see any questions, Bill. We can proceed.

Okay. Polls are now open. If you desire to vote, please do so following the instructions set forth on the meeting portal. With almost 90% of the shares voting, I don't expect many additional votes, but why don't we take a pause to give shareholders who have not yet voted the opportunity to vote online. [Voting]

Okay. Polls are now closed. Mr. Secretary, have you received the results of the balloting?

I have, Mr. Chairman. According to preliminary report of the inspector of elections, the 10 director nominees have all been elected. Over 92% of the shares cast were voted for the election of each director nominee. On the nonbinding advisory vote to approve the compensation of the company's named executive officers, approximately 44,686,866 votes or 96.88% of the votes cast were in favor of the proposal. 1,434,816 or 3.11% of the votes cast were against the proposal, including 97,090 abstentions and 3,408,054 broker nonvotes. On the advisory vote to ratify the appointment of E&Y as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021, approximately 49,360,048 or 99.5% of the votes cast were voted to ratify the appointment of E&Y, 243,197 or 0.49% of the votes cast were against the ratification, including 23,581 abstentions. That concludes my report. The final results of the voting will be filed with the SEC within 4 business days.

Thank you, Mr. Secretary. I hereby join the formal business portion of the meeting. At this time, I would be pleased to take any questions or comments regarding the company's business. Please submit any questions through the field provided on the virtual portal. Look forward to your questions.

Mr. Chairman, I don't see that we have received any questions. We could keep the line open, but I -- we have not received any questions to this point.

Okay. So with that, why don't we conclude the meeting. And obviously, we welcome questions at times other than during the shareholder meeting, and please contact the Investor Relations team at The Howard Hughes, and we'd be delighted to respond to any questions you may have. With that, thank you, everyone. And again, I look forward to the physical version of this meeting in approximately a year's time. Thank you very much.

Thank you. The Howard Hughes Corporation 2021 Annual Meeting of Shareholders has officially concluded. Thank you for attending. You may now disconnect.