{"url_path":"/sec/vre/8-k/2026-05-21/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/924901/0001104659-26-065248-index.html","accession_number":"0001104659-26-065248","cik":"0000924901","ticker":"VRE","issuer_name":"Veris Residential, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/924901/0001104659-26-065248-index.html","primary_entity_key":"0000924901","primary_entity_name":"Veris Residential, Inc."},"word_count":541,"has_tables":true,"body_markdown":"**Item 5.07**\n**Submission of Matters to a Vote of Stockholders**\n\n \n\nOn May 21, 2026, the Company held a virtual special\nmeeting of stockholders (the “Special Meeting”), at which the holders of 76,941,670 shares of Company common stock, par value\n$0.01 per share (the “Shares” and each, a “Share”), representing 81.99% of the Shares outstanding and entitled\nto vote at the Special Meeting as of April 9, 2026, the Special Meeting record date (the “Record Date”), were present at the\nSpecial Meeting via the virtual meeting website or represented by proxy. A summary of the final voting results for the following proposals,\neach of which is described in detail in the Proxy Statement and first mailed to the Company’s stockholders on or about April 10,\n2026, is set forth below:\n\n \n\n**Proposal 1: Merger Agreement Proposal**\n\n \n\nAs previously announced, on February 23, 2026,\nthe Company entered into an Agreement and Plan of Merger (as the same may be amended, modified or supplemented from time to time in accordance\nwith its terms, the “Merger Agreement”), by and among the Company, AC Residential Acquisition LP, a Delaware limited partnership\n(“Parent”), AC Residential REIT LLC, a Delaware limited liability company (“Merger Sub I”), AC Residential OP\nLP, a Delaware limited partnership (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”) and Veris\nResidential, L.P., a Delaware limited partnership and the operating partnership of the Company (the “Company Partnership”),\npursuant to which, among other things, (i) the Company will merge with and into Merger Sub I (the “Merger”), with Merger Sub\nI continuing as the surviving entity in the Merger, and (ii) Merger Sub II will merge with and into the Company Partnership (the “Partnership\nMerger,” and together with the Merger, the “Mergers”), with the Company Partnership continuing as the surviving partnership\nin the Partnership Merger (such transactions, together with the other transactions contemplated by the Merger Agreement, the “Transactions”).\n\n \n\nAt the Special Meeting, the proposal to approve\nthe Mergers and the other Transactions (the “Merger Proposal”) was approved, having received “for” votes from\nholders of a majority of the outstanding Shares entitled to vote on the Merger Proposal. The final votes on the Merger Proposal were as\nfollows:\n\n \n\nFOR \nAGAINST \nABSTENTIONS\n\n76,820,975 \n18,230 \n102,465\n\n \n\n**Proposal 2: Merger-Related Compensation Proposal**\n\n \n\nAt the Special Meeting, the Company’s stockholders\nvoted upon and did not approve the proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable\nto the Company’s named executive officers that is based on or otherwise relates to the Transactions, including the Mergers (the\n“Merger-Related Compensation Proposal”). The final votes on the Merger-Related Compensation Proposal were as follows:\n\n \n\nFOR \nAGAINST \nABSTENTIONS\n\n34,475,130 \n42,329,272 \n137,268\n\n** **\n\n**Proposal 3: Adjournment Proposal**\n\n \n\nBecause there were sufficient votes at the time\nof the Special Meeting to approve the Merger Proposal, adjournment of the Special Meeting was not necessary or appropriate. Accordingly,\nProposal 3 was rendered moot and was not presented at the Special Meeting.\n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\nMay 21, 2026\nVERIS RESIDENTIAL, INC.\n\n \n \n\n \nBy:\n/s/ Amanda Lombard\n\n \n \nName:\nAmanda Lombard\n\n \n \nTitle:\nChief Financial Officer"}