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false0001314152333 West Wacker DriveChicagoIL312897-400000013141522026-06-112026-06-11
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) June 11, 2026
JLL Income Property Trust, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | | | | | | | | | | |
| Maryland | | 000-51948 | | 20-1432284 | |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS employer
Identification No.) | |
| | | | | |
333 West Wacker Drive, Chicago, IL | | 60606 | | |
| (Address of principal executive offices) | | (Zip Code) | | |
| | | | |
Registrant’s telephone number, including area code: (312) 897-4000 |
|
|
| N/A |
| (Former name or former address, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act: None
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 Matters
On June 11, 2026, JLL Income Property Trust, Inc. (the "Company") held its annual meeting of stockholders as a virtual meeting (the “Annual Meeting”). Stockholders representing 106,403,096, or 51.19%, of the shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), outstanding as of March 13, 2026 (the “Record Date”) were present in person or were represented at the meeting by proxy.
The purpose of this meeting was to consider and vote upon the following three proposals:
1.The election of nine directors to our board of directors for the ensuing year;
2.The three separate proposals to make amendments to our Second Articles of Amendment and Restatement; and
3.The ratification of the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the year ending December 31, 2026.
Each of the nominees received a majority of the votes cast for such nominee, the stockholders ratified the appointment of KPMG LLP, and the proposals to amend the Second Articles of Amendment and Restatement did not receive the required vote of a majority of outstanding shares to be approved. The votes cast with respect to each proposal were as follows:
Proposal 1: Election of Directors
| | | | | | | | | | | | | | |
| Votes For | Votes Withheld | Broker Non Votes | Total |
| Lynn C. Thurber | 79,170,739 | 9,917,574 | 17,314,783 | 106,403,096 |
| Mark Denien | 85,220,284 | 3,868,029 | 17,314,783 | 106,403,096 |
| Tamara D. Fischer | 85,277,309 | 3,811,004 | 17,314,783 | 106,403,096 |
| Bradley J. Gries | 79,311,289 | 9,777,024 | 17,314,783 | 106,403,096 |
| Lisa L. Kaufman | 79,270,310 | 9,818,003 | 17,314,783 | 106,403,096 |
| Douglas A. Lindgren | 85,221,692 | 3,866,621 | 17,314,783 | 106,403,096 |
| Willian E. Sullivan | 85,155,998 | 3,932,315 | 17,314,783 | 106,403,096 |
| C. Allan Swaringen | 85,065,039 | 4,023,274 | 17,314,783 | 106,403,096 |
| Robin Zeigler | 85,262,419 | 3,825,894 | 17,314,783 | 106,403,096 |
Proposal 2: Charter Amendments
| | | | | | | | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non Votes | Total |
| Clarification of Stockholder Voting Right | 84,176,701 | 1,103,938 | 3,807,674 | 17,314,783 | 106,403,096 |
| Stockholder Approval of Mergers and Similar Transactions | 83,779,682 | 1,376,765 | 3,931,866 | 17,314,783 | 106,403,096 |
| Limitations on Board Authority to Amend the Charter | 84,139,297 | 1,290,784 | 3,658,232 | 17,314,783 | 106,403,096 |
Proposal 3: Ratification of KPMG LLP Appointment
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Total |
| 102,259,933 | 946,767 | 3,196,396 | 106,403,096 |
A “broker non vote” occurs when a broker does not vote on a matter on the proxy card because the broker does not have discretionary voting power for that particular matter and has not received voting instructions from the beneficial owner.
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.
| | | | | | | | | | | |
| JLL INCOME PROPERTY TRUST, INC. |
| | |
| By: | /s/ Gregory A. Falk | | |
| | Name: Gregory A. Falk | | |
| | Title: Chief Financial Officer and Treasurer | | |
Date: June 15, 2026