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 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): May 12, 2021
 
KITE REALTY GROUP TRUST
(Exact name of registrant as specified in its charter)
 
Maryland1-3226811-3715772
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification Number)
      
30 S. Meridian Street
Suite 1100
Indianapolis, IN 46204
(Address of principal executive offices) (Zip Code)

(317) 577-5600
(Registrant's telephone number including area code)

Not applicable
(Former name or former address, if changed since last report)
 

    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))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each classTrading SymbolName on each exchange on which registered
Common Shares, $0.01 par value per shareKRGNew York Stock Exchange

    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 5.07 Submission of Matters to a Vote of Security Holders

The 2021 annual meeting of shareholders of the Company took place on May 12, 2021. At the meeting, shareholders voted on the election of ten nominees for the Company’s Board of Trustees to serve one-year terms expiring at the 2022 annual meeting of shareholders. The shares voted for, against, and abstaining as to each nominee were as follows:


NomineeFor Against Abstain
John A. Kite69,931,830 2,555,577 16,827 
William E. Bindley69,910,444 2,583,263  10,527 
Derrick Burks72,266,253 225,970  12,011 
Victor J. Coleman72,065,595 427,583 11,056 
Lee A. Daniels71,785,940 705,833  12,461 
Christie B. Kelly72,052,890 443,279 8,065 
David R. O’Reilly72,064,138 429,568  10,528 
Barton R. Peterson70,940,910 1,551,650 11,674 
Charles H. Wurtzebach72,236,202 256,975  11,057 
Caroline L. Young71,728,217 767,755 8,262 

*    There were a total of 4,599,420 Broker Non-Votes for each trustee nominee.

At the annual meeting, the shareholders voted on a non-binding resolution to approve the compensation of the Company’s executive officers. The shares voted for, against, and abstaining on this proposal were as follows:


NomineeFor Against Abstain
Advisory vote on executive compensation59,870,040 8,554,360 4,079,834 


*    There were a total of 4,599,420 Broker Non-Votes related to the advisory vote on executive compensation.

At the annual meeting, the shareholders voted to ratify the appointment of KPMG LLP to serve as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2021. The shares voted for, against, and abstaining on this proposal were as follows:


NomineeFor Against Abstain
Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 202177,052,730 33,727 17,197 



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.

 KITE REALTY GROUP TRUST
  
Date: May 14, 2021By:/s/ Heath R. Fear
  Heath R. Fear
  Executive Vice President and
  Chief Financial Officer