8-K

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

May 22, 2024

Date of report (date of earliest event reported)

FIVE POINT HOLDINGS, LLC

(Exact name of registrant as specified in its charter)

Delaware	001-38088	27-0599397
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2000 FivePoint	4th Floor	Irvine	California	92618
(Address of Principal Executive Offices)				(Zip code)

(949) 349-1000

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common shares	FPH	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 Holders.

Five Point Holdings, LLC (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) on May 22, 2024. There were 69,358,504 Class A common shares and 79,233,544 Class B common shares outstanding and entitled to vote at the Annual Meeting as of April 4, 2024, the record date for the Annual Meeting. Each Class A common share and each Class B common share was entitled to one vote per share. Accordingly, as of the record date, the total voting power of all of the outstanding shares entitled to vote at the Annual Meeting was 148,592,048 votes. There were present in person or represented by proxy at the Annual Meeting shareholders holding an aggregate of 134,520,353 common shares representing 90.5% of the issued and outstanding common shares of the Company entitled to vote at the Annual Meeting as determined on the record date.

At the Annual Meeting, the shareholders of the Company elected each of the Company’s four nominees for director, with voting results as follows:

Name	Votes Cast For	Votes Withheld	Broker Non-Votes
Evan Carruthers	125,938,281	181,577	8,400,495
Jonathan Foster	125,718,356	401,502	8,400,495
Emile Haddad	124,781,340	1,338,518	8,400,495
Stuart Miller	125,635,776	484,082	8,400,495

Based on the foregoing votes, each of the four nominees named in the table above was elected and will serve as a director until the 2027 annual meeting of shareholders and until such director’s successor is duly elected and qualified or, if earlier, such director’s death, resignation or removal.

The shareholders of the Company also approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers, with voting results as follows:

Votes Cast For	Votes Cast Against	Abstentions	Broker Non-Votes
124,548,038	1,540,053	31,767	8,400,495

The shareholders of the Company also ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2024, with voting results as follows:

Votes Cast For	Votes Cast Against	Abstentions	Broker Non-Votes
134,341,494	173,635	5,224	—

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.

Date: May 22, 2024

FIVE POINT HOLDINGS, LLC
By:	/s/ Michael Alvarado
Name:	Michael Alvarado
Title:	Chief Operating Officer, Chief Legal Officer, Vice President and Secretary

XML

Cover	May 22, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 22, 2024
Entity Registrant Name	FIVE POINT HOLDINGS, LLC
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38088
Entity Tax Identification Number	27-0599397
Entity Address, Address Line One	2000 FivePoint
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	949
Local Phone Number	349-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common shares
Trading Symbol	FPH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001574197
Amendment Flag	false