--- schema_version: "secwatch.filing_event.v1" accession: "0000885508-23-000024" form_type: "8-K" ticker: "STRS" cik: "0000885508" company_name: "STRATUS PROPERTIES INC" filed_at: "2023-05-12T23:59:59+00:00" generated_at: "2026-06-15T03:12:50.256817+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Stratus Properties shareholders approve officer exculpation amendment and re-elect three Class I directors ## Summary - Amendment to certificate of incorporation to add officer exculpation effective May 11, 2023 (approved 4,293,734 For, 148,833 Against, 10,470 Abstain). - Class I directors Laurie L. Dotter (4,343,404 For), James E. Joseph (4,200,419 For), Michael D. Madden (4,329,142 For) elected for three-year terms. - Advisory vote on executive compensation: 3,350,551 For, 1,091,513 Against, 10,944 Abstain (2,103,545 broker non-votes). - Ratification of CohnReznick LLP as auditor for 2023: 6,527,661 For, 15,773 Against, 13,148 Abstain. ## SEC filing metadata - accession: 0000885508-23-000024 - form_type: 8-K - ticker: STRS - cik: 0000885508 - company_name: STRATUS PROPERTIES INC - filed_at: 2023-05-12T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/885508/000088550823000024/0000885508-23-000024-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/885508/000088550823000024/strs-20230511.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000885508-23-000024 - JSON: https://secwatch.observer/filing/0000885508-23-000024.json - Plain text: https://secwatch.observer/filing/0000885508-23-000024.txt ## Key facts - Governance Changes STRATUS PROPERTIES INC: Approved and filed amendment to certificate of incorporation to add officer exculpation as permitted by Delaware law (effective 2023-05-11). - Change: charter amendment - Effective: 2023-05-11 source text: At Stratus Properties Inc.’s (Stratus) 2023 annual meeting of stockholders held on May 11, 2023 (the Annual Meeting), Stratus’ stockholders approved the amendment to Stratus’ amended and restated certificate of incorporation, as amended (the certificate of incorporation), to provide for the exculpation of officers as permitted by Delaware law (the Amendment). Accordingly, on May 11, 2023, Stratus filed a certificate of amendment to its certificate of incorporation (the Certificate of Amendment) with the Delaware Secretary of State, and the Amendment became effective on the date of filing. evidence_url: https://www.sec.gov/Archives/edgar/data/885508/000088550823000024/0000885508-23-000024-index.htm - Shareholder Votes STRATUS PROPERTIES INC shareholders approved Approval of the amendment to Stratus’ certificate of incorporation to add officer exculpation at the 2023-05-11 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-11 source text: Proposal No. 4: Approval of the amendment to Stratus’ certificate of incorporation to add officer exculpation. Votes For Votes Against Abstentions Broker Non-Votes 4,293,734 148,833 10,470 2,103,545 evidence_url: https://www.sec.gov/Archives/edgar/data/885508/000088550823000024/0000885508-23-000024-index.htm - Shareholder Votes STRATUS PROPERTIES INC shareholders approved Approval, on an advisory basis, of the compensation of Stratus’ named executive officers at the 2023-05-11 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-11 source text: Proposal No. 2: Approval, on an advisory basis, of the compensation of Stratus’ named executive officers. Votes For Votes Against Abstentions Broker Non-Votes 3,350,551 1,091,513 10,944 2,103,545 evidence_url: https://www.sec.gov/Archives/edgar/data/885508/000088550823000024/0000885508-23-000024-index.htm - Shareholder Votes STRATUS PROPERTIES INC shareholders approved Election of three Class I director nominees at the 2023-05-11 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-11 source text: Proposal No. 1: Election of three Class I director nominees. Name Votes For Votes Withheld Broker Non-Votes Laurie L. Dotter 4,343,404 109,633 2,103,545 James E. Joseph 4,200,419 252,618 2,103,545 Michael D. Madden 4,329,142 123,895 2,103,545 evidence_url: https://www.sec.gov/Archives/edgar/data/885508/000088550823000024/0000885508-23-000024-index.htm - Shareholder Votes STRATUS PROPERTIES INC shareholders approved Ratification, on an advisory basis, of the appointment of CohnReznick LLP as Stratus’ independent registered public accounting firm for 2023 at the 2023-05-11 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-11 source text: Proposal No. 3: Ratification, on an advisory basis, of the appointment of CohnReznick LLP as Stratus’ independent registered public accounting firm for 2023. Votes For Votes Against Abstentions Broker Non-Votes 6,527,661 15,773 13,148 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/885508/000088550823000024/0000885508-23-000024-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.