8-K 1 form8k-2016annualmeetingan.htm 8-K
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 6, 2016
Saul Centers, Inc.
(Exact name of registrant as specified in its charter)

Maryland |  | 1-12254 |  | 52-1833074
(State or Other Jurisdiction of Incorporation) |  | (Commission File Number) |  | (IRS Employer Identification Number)

7501 Wisconsin Avenue, Bethesda, Maryland |  | 20814
(Address of Principal Executive Offices) |  | (Zip Code)

(301) 986-6200
(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):

q | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

q | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

q | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

q | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 6, 2016, the Company held its Annual Meeting of Stockholders, at which George P. Clancy, Jr., J. Page Lansdale, Patrick F. Noonan, and Andrew M. Saul II were reelected to the Board of Directors for three year terms expiring at the 2019 Annual Meeting. The terms of the remaining Board members did not expire as of the May 6, 2016 meeting, and those individuals continue as directors of the Company. Holders of 20,216,105 shares of the Company’s common stock voted in person at the meeting or by proxy (representing 95.9% of the 21,081,418 shares eligible to vote) as follows:
In Favor Withheld Not Voted
George P. Clancy, Jr. 18,840,468 268,271 1,107,366
J. Page Lansdale 18,395,416 713,323 1,107,366
Patrick F. Noonan 18,500,626 608,113 1,107,366
Andrew M. Saul II 18,375,071 733,668 1,107,366
The stockholders voted for the ratification of Ernst & Young as independent public accountants as follows:
In Favor Opposed Abstain
20,157,924 46,094 12,087
Item 8.01. Other Events.
The Company posted on its web site, www.saulcenters.com, a presentation given by management at the Company’s annual meeting of stockholders. The presentation is Exhibit 99.(a) to this current report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
99.(a) Annual Meeting Presentation

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.

SAUL CENTERS, INC.
By: |  | /s/ Scott V. Schneider
|  | Scott V. Schneider
|  | Senior Vice President and Chief Financial Officer

Dated: May 9, 2016

EXHIBIT INDEX

Exhibit No. |  | Description
99. (a) |  | Annual Meeting Presentation, delivered May 6, 2016.