SAUL CENTERS, INC. 8-K

What Happened

• Saul Centers, Inc. held its Annual Meeting of Stockholders on May 8, 2026 and filed an 8-K reporting the results. Four directors — B. Francis Saul II, D. Todd Pearson, H. Gregory Platts, and Helgi C. Walker — were elected to three‑year terms expiring at the 2029 Annual Meeting.
• A total of 22,994,869 shares were voted in person or by proxy, representing 93.9% of the 24,495,775 shares eligible to vote.
• Stockholders ratified Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholders also approved, on a non‑binding (advisory) basis, the compensation of the Company’s named executive officers ("say‑on‑pay"). The Company also posted its annual presentation on www.saulcenters.com (furnished as Exhibit 99(a)).

Key Details

• Director elections (votes in favor / withheld; broker non‑votes = 1,002,168):
  • B. Francis Saul II: 21,787,382 in favor; 205,319 withheld
  • D. Todd Pearson: 21,676,114 in favor; 316,587 withheld
  • H. Gregory Platts: 19,729,032 in favor; 2,263,669 withheld
  • Helgi C. Walker: 21,946,139 in favor; 46,562 withheld
• Auditor ratification (Deloitte & Touche LLP): 22,977,991 in favor; 13,083 opposed; 3,795 abstained.
• Say‑on‑pay (advisory): 21,417,363 in favor; 555,410 opposed; 19,928 abstained; broker non‑votes = 1,002,168.
• Annual presentation summarizing operating results and business activities posted to the Company website and furnished as Exhibit 99(a).

Why It Matters

• Governance: Election results determine board composition for the next three years and signal shareholder support (or opposition) for individual directors—useful for assessing board stability and oversight.
• Audit and disclosure: Ratifying Deloitte & Touche LLP confirms the audit firm for FY2026, relevant to the integrity of upcoming financial reporting.
• Executive pay: The advisory approval of executive compensation (say‑on‑pay) indicates majority shareholder support for the company’s pay practices, though it is non‑binding.
• Investor access: The posted annual presentation provides updated operating and business information investors can review for more context on performance and strategy.