UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 7, 2021, Safehold Inc. (“SAFE” or the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”) virtually, for the purpose of (i) electing five directors to hold office until the 2022 Annual Meeting of Shareholders, (ii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, (iii) approving, on a non-binding, advisory basis, the compensation of the Company’s named executive officers and (iv) approving, on a non-binding, advisory basis, the frequency of the advisory shareholder vote on executive compensation. The final voting results for each of the proposals submitted to a vote of shareholders at the annual meeting are set forth below.
Proposal 1. Election of Directors: At the Annual Meeting, five directors were elected for terms continuing until the 2022 Annual Meeting of Shareholders. For each nominee, the numbers of votes cast for, votes withheld and broker non-votes were as follows:
| Name of Nominees | For | Withheld | Broker Non-Votes | ||||
| Jay Sugarman | 50,782,102 | 771,313 | 980,732 | ||||
| Dean S. Adler | 36,119,879 | 15,433,536 | 980,732 | ||||
| Robin Josephs | 50,193,012 | 1,360,403 | 980,732 | ||||
| Jay S. Nydick | 36,120,005 | 15,433,410 | 980,732 | ||||
| Stefan M. Selig | 30,680,660 | 20,872,755 | 980,732 |
Proposal 2. Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2021: At the Annual Meeting, the votes on a proposal to ratify the selection of Deloitte & Touche LLP as SAFE’s independent registered public accounting firm for the fiscal year ended December 31, 2021 were as set out below. The proposal was approved.
| For | Against | Abstentions | Broker Non-Votes | |||
| 52,516,135 | 10,259 | 7,753 | 0 |
Proposal 3. Non-Binding, Advisory Vote to Approve Executive Compensation: At the Annual Meeting, the votes on a proposal to approve, on a non-binding, advisory basis, the compensation of SAFE’s named executive officers were as set out below. The proposal was approved.
| For | Against | Abstentions | Broker Non-Votes | |||
| 33,856,408 | 9,524,971 | 8,172,036 | 980,732 |
Proposal 4. Non-Binding, Advisory Vote to Approve Frequency of Advisory Shareholder Vote on Executive Compensation: At the Annual Meeting, the votes on a proposal to approve, on a non-binding, advisory basis, the frequency of the advisory shareholder vote on executive compensation were as set out below. The Company’s Board of Directors has considered these results and determined that the Company will hold a non-binding, advisory vote on executive compensation every year.
| Every Year | Every Two Years | Every Three Years | Abstentions | Broker Non-Votes | ||||
| 51,435,744 | 6,391 | 89,037 | 22,243 | 980,732 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Safehold Inc. | |||
| By: | /s/ Geoffrey M. Dugan | ||
| Name: | Geoffrey M. Dugan | ||
| Title: | General Counsel, Corporate and Secretary | ||
| Date: | June 7, 2021 |