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): September 30, 2025

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Howard Hughes Holdings Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
001-41779
 
93-1869991
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

9950 WOODLOCH FOREST DRIVE, 11TH FLOOR
THE WOODLANDS, Texas 77380
(Address of principal executive offices, including zip code)

(646) 354-3406
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)



Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock $0.01 par value per share
 HHH
 NYSE
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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On September 30, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Howard Hughes Holdings Inc., a Delaware corporation (the “Company”), stockholders approved the Company’s 2025 Equity Incentive Plan (the “2025 Plan”). The 2025 Plan had been approved by the Company’s Board of Directors on August 7, 2025, subject to the approval of the stockholders, and became effective upon approval by the stockholders on September 30, 2025.   The 2025 Plan is attached hereto as Exhibit 10.1.
 

Item 5.07. Submission of Matters to a Vote of Security Holders.
 
At the Annual Meeting, the stockholders elected the Company’s Board of Directors (the “Board”) and voted upon three Board proposals contained within the Company’s Proxy Statement, dated August 15, 2025.
 
The Board nominees were elected with the following votes:
 
Nominee
 
For
 
 
Against
 
 
Abstentions
 
 
Broker Non-
Votes
 
William Ackman
 
23,115,019
        
956,959
      
20,287
      
3,646,203
 
David Eun
 
23,955,292
        
96,507
      
40,466
      
3,646,203
 
Ben Hakim
 
23,487,349
        
572,510
      
32,406
      
3,646,203
 
Ryan Israel
 
23,439,289
        
621,462
      
31,514
      
3,646,203
 
Thom Lachman
 
24,009,429
        
43,693
      
39,143
      
3,646,203
 
David O’Reilly
 
23,354,758
        
699,103
      
38,404
      
3,646,203
 
Susan Panuccio
 
23,997,881
        
54,923
      
39,461
      
3,646,203
 
R. Scot Sellers
 
22,784,866
        
1,264,766
      
42,633
      
3,646,203
 
Mary Ann Tighe
 
23,005,947
        
1,036,436
      
49,882
      
3,646,203
 
Jean-Baptiste Wautier
 
23,988,744
        
63,494
      
40,027
      
3,646,203
 
Anthony Williams
  
22,027,276
        
2,025,121
      
39,868
      
3,646,203
  
 
The stockholders voted on the following proposals and cast their votes as described below:
 
Proposal
 
For
 
Against
 
Abstentions
 
Broker Non-
Votes
 
An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers
 
 23,394,881
  
566,168
  
131,216
  
3,646,203
 
 
Proposal
 
For
 
Against
 
Abstentions
  
Broker
Non-
Votes 
A vote to approve the Howard Hughes Holdings Inc. 2025 Equity
Incentive Plan
 
 23,607,854
  
373,731
  
110,680
  
 3,646,203

Proposal
 
For
 
Against
 
Abstentions
 
A vote to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2025
 
 27,617,230
  
83,030
  
38,208
 
 

Item 9.01 Financial Statements and Exhibits.
 
 
(d)
Exhibits
 
Exhibit No.
 
Description
 
 
 
10.1
 
Howard Hughes Holdings Inc. 2025 Equity Incentive Plan
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
HOWARD HUGHES HOLDINGS INC.
 
 
 
By:
/s/ Joseph Valane
 
 
Joseph Valane
 
 
General Counsel & Secretary
 
Date: October 6, 2025