epr-20240529

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 29, 2024

EPR Properties

(Exact name of registrant as specified in its charter)

Maryland

001-13561

43-1790877

(State or other jurisdiction of
incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

909 Walnut Street,

Suite 200

Kansas City,

Missouri

64106

(Address of principal executive offices) (Zip Code)


(816)			472-1700

(Registrant’s telephone number, including area code)

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:


☐			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 class

Trading symbol(s)

Name of each exchange on which registered

Common shares, par value $0.01 per share

EPR

New York Stock Exchange

5.75% Series C cumulative convertible preferred shares, par value $0.01 per share

EPR PrC

New York Stock Exchange

9.00% Series E cumulative convertible preferred shares, par value $0.01 per share

EPR PrE

New York Stock Exchange

5.75% Series G cumulative redeemable preferred shares, par value $0.01 per share

EPR PrG

New 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. o

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2024 Annual Meeting of Shareholders of EPR Properties (the "Company") held on May 29, 2024, the matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below:

Proposal No. 1

The following nominees for trustees were elected to serve one-year terms expiring in 2025:


	For	Against	Abstentions	Broker Non-Votes
Peter C. Brown	45,664,543	2,716,313	1,495,985	8,022,744
John P. Case III	47,372,129	1,006,895	1,497,817	8,022,744
James B. Connor	41,036,572	7,342,246	1,498,023	8,022,744
Virginia E. Shanks	48,020,462	364,117	1,492,262	8,022,744
Gregory K. Silvers	44,491,793	3,763,163	1,621,885	8,022,744
Robin P. Sterneck	47,038,850	1,342,624	1,495,367	8,022,744
Lisa G. Trimberger	47,362,578	1,021,375	1,492,888	8,022,744
Caixia Y. Ziegler	47,376,658	1,005,509	1,494,674	8,022,744

Proposal No. 2

The shareholders approved the compensation of the Company's named executive officers as presented in the Company's proxy statement on a non-binding, advisory basis:


For			44,455,816
Against			3,839,974
Abstain			1,581,051
Broker Non-Vote			8,022,744

Proposal No. 3

The shareholders approved the ratification of KPMG LLP as the Company's independent registered public accounting firm for 2024:


For			55,849,167
Against			1,865,342
Abstain			185,076
Broker Non-Vote			—

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.



			EPR PROPERTIES

			By:						/s/ Mark A. Peterson
									Mark A. Peterson
									Executive Vice President, Treasurer and Chief Financial Officer

Date: May 30, 2024

EPR Properties filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders