Howard Hughes Holdings Inc. AGM 2026
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Hey, welcome. The plan is the kind of formal shareholder meeting we will do first. We will close the shareholder meeting once we cover the materials. Then we are going to have a Q&A with the team. We have Ryan Israel, CIO of the company, Marc Grandisson, who is executive chair of Vantage. Yeah, exactly. And David O'Reilly, CEO of Howard Hughes. And I am Bill Ackman, executive chair of Howard Hughes. Okay. Good morning. Today we are going to vote on three items, election of directors, an advisory vote on executive compensation. By the way, I cannot see our directors. Where are our directors? They are hiding here somewhere. Okay, there we go. And ratification of KPMG as our independent auditor for 2026. As of the record date, August 17th, 2026, there were 59,719,462 shares of common stock. By the way, if we could end the house music. I think there is music. Okay. Apologies for that. We have been informed that approximately 82% of those shares are represented here in person or by proxy, so a quorum is present, and the meeting has been duly convened.
If you would like to ask a question or comment, please raise your hand and wait to be recognized. Questions will be with respect to just the annual meeting. Afterwards, we will have open Q&A on the company or any topics that you have. First proposal is election of directors. Board has nominated 11 directors to serve until next year's annual meeting. Myself, David Eun, Marc Grandisson, Ryan Israel, Thom Lachman. Maybe we can ask directors just to. We got house lights, and if we can introduce our directors to the shareholders. Let us see how we are doing here. House lights, can we. We have got people virtually.
Okay. Who is virtual, who is in person?
Maryann is here in person.
Okay, who's here? We got Mary. I can barely see you. Please rise, Maryann Tai, and David Eun. Where are the lights? We need house lights, please. House lights. There, they're coming up. Okay. I see Maryann. I say hi to Maryann Tai. Who else do we have? David Eun over here. Which directors are present?
I think that's it. Just Maryann.
Marc, David, Ryan, myself. Okay. We're going to do this again. David Eun, Marc Grandisson, Ryan Israel, Thom Lachman, David O'Reilly, Susan Panuccio, Scot Sellers, Maryann Tai, Jean-Baptiste Wautier, and Anthony Williams. Their backgrounds are included in the proxy statement. We recommend a vote in favor even though some are here virtually. On say on pay, this is our annual advisory vote the board's recommended to vote for, and on KPMG, we've also recommended to vote for. Any questions on the items of the shareholder meeting? Seeing no questions, the polls are now open. If you'd like a ballot, please raise your hand. If you voted already by proxy, you won't need a ballot unless you need to change your vote.
Okay, the polls are now closed, seeing no one who needs a ballot, and based on the preliminary results, all 11 directors have been elected, with each receiving over 96% of the votes. Say on pay has passed with approximately 99% in favor, and the ratification of KPMG passed with 99%. Final results will be filed with the SEC within four business days. A very efficient shareholder meeting. We're going to adjourn, and then we're going to go to Q&A. With respect to Q&A, please note that today's remarks, presentation, and Q&A will include forward-looking statements, including statements about our strategy, Vantage, our plans for our real estate business. These statements reflect our current expectations and are not guarantees of future performance. Actual results may differ materially due to a number of risks and uncertainties.
Those risks are described in the cautionary statements shown on the screen in our annual report on Form 10-K for 2025, our quarterly report on Form 10-Q for the second quarter of 2026, which are available on our website at sec.gov. We undertake no obligation to update these statements except as required by law. We'll also refer to certain non-GAAP financial measures. Definitions and reconciliations to the most directly comparable GAAP measures are included in the appendix to the presentation. Okay. I don't like reading stuff. Okay, we're going to go to presentation. I've got maybe 10 minutes, give you an overview of our plans, and then look forward to your questions. Okay, let's begin on Vantage. I would say the most significant event since we announced the plan to transform Howard Hughes into a diversified holding company was our acquisition of Vantage.
Last year at this meeting, we said, "Here's why we're pursuing insurance. We think it leverages Pershing Square's public markets investment expertise. It's a cash generative business, and we think it's a business that allows for prudent but rapid growth, and it generates significant investment funds." We believe that our holding company structure was ideal for owning an insurance company, and the fact that Pershing Square owns 47% gives us the ability to take a long-term view. We set out to acquire an insurance company that met our goals. We were fortunate in being able to identify a company that actually was a very good platform for our plans going forward, a company called Vantage. It had been launched in 2020 by two well-regarded private equity firms. Business was probably several years away from potential monetization.
A lot of private equity firms are under a fair amount of pressure to return capital to shareholders. We were able to pay a full and fair price, and close the transaction just this June. What was great about Vantage is its scale, the right size. A business of significant scale, but not too large. We could fit in the context of Howard Hughes, both a specialty insurance and reinsurance company, and in that, a business that was created in 2020, a business that did not come with significant concerning legacy reserving issues. We were fortunate in acquiring a company with a very good management team. Our approach at Pershing is always if there's an opportunity to find the best senior team in the world, we're going to pursue it, and we've really been fortunate. Marc is here today. He is considered by many the best insurance executive of his generation, so to speak. He began early part of his career at Berkshire Hathaway under Ajit Jain.
Very good initial training. Then over 25 years, nearly 25 years, I guess, at Arch Capital, the last eight as CEO. We have been cultivating Marc, if you will, seducing, cultivating, for a year and a half. We really got lucky here in the sense that Marc's protege, David Gansberg, became available. Marc was a little reluctant to step into the CEO seat, but we inspired him to become executive chair of Vantage. Once his protege became available, we recruited David Gansberg. David, at some point, bought some Howard Hughes shares, so we allowed him to attend today's meeting. David, if you do not mind standing up, I know you are here somewhere. David Gansberg. Ah, there he is.
David is CEO in waiting. Waiting is till about June 3rd. He has been having a nice relaxing time off. I hope you are not getting too out of shape during this period. You are going to be ready to go come June. But very excited to have David in place. Marc stepped in as executive chair, and he is an icon in the industry. The phone started ringing off the hook and lots of interesting people have kind of put their hat in the ring. Marc is continuing to build out the company with superb talent. We will have some announcements about additional talent coming to the company. One of the first things we did when we acquired Vantage was we sold their entire fixed income portfolio. They had a traditional kind of laddered maturity fixed income portfolio managed by, I guess, BlackRock and Goldman Sachs.
We were able to sell all those investments immediately. People think of fixed income as a low-risk strategy for insurance companies. Had we held that portfolio over the last several months, it would have lost a material amount of value in light of the obviously significant move in interest rates. What do we like about Vantage? A highly diversified business. There has been some softening in the P&C business, but it is a business that Marc will tell you there are hard markets within softening markets, there are soft markets within hard markets, and you want having a platform that is broad enables you to pursue the most profitable opportunities. As I mentioned, we do not have to worry about pre-2020 reserving issues.
We pick up a company that has all the relevant regulatory licenses and a strong credit rating, a very good balance sheet, and at a scale that is large enough to recruit an executive of David's and Marc's quality, but not too big for us not to be able to acquire it. I have already talked a bit about Marc and David. Lucy is here as well. Lucy Fato, if you can just. Where are you? She is. You have to stand. Lucy was formerly, her insurance credentials, she was vice chair and general counsel at AIG. She was actually working, interestingly, at the former Howard Hughes Seaport spinoff business, and she became available to step in here as well. Marc can speak a bit more about obviously progress here, but among his first assignments, we did a large degree of due diligence when we acquired this company.
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