0000020639-13-000040.txt : 20130610 0000020639-13-000040.hdr.sgml : 20130610 20130610153618 ACCESSION NUMBER: 0000020639-13-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130610 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130610 DATE AS OF CHANGE: 20130610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMBASE CORP CENTRAL INDEX KEY: 0000020639 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 952962743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07265 FILM NUMBER: 13903303 BUSINESS ADDRESS: STREET 1: 100 PUTNAM GREEN CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2035322000 MAIL ADDRESS: STREET 1: 100 PUTNAM GREEN STREET 2: 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: HOME GROUP INC DATE OF NAME CHANGE: 19890608 FORMER COMPANY: FORMER CONFORMED NAME: CITYHOME CORP DATE OF NAME CHANGE: 19780917 8-K 1 frm8k2013annmtg.htm FORM 8-K 2013 ANNUAL MEETING
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 10, 2013

AMBASE CORPORATION
(Exact name of registrant as specified in its charter)



Delaware
1-07265
95-2962743
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employment Identification Number)



100 PUTNAM GREEN, GREENWICH, CT  06830-6027
(Address of principal executive offices, including zip code)


(203) 532-2000
(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 (see General Instruction A.2. below):

[ ]
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)).


Item 5.07  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company's annual meeting of stockholders on June 6, 2013, votes were taken for the proposals that follow below.  The aggregate number of shares of Common Stock voted in person or by proxy for each of the proposals was as follows:

Proposal #1 – Election of Director - Salvatore Trani – Due to the passing of Mr. Trani in May 2013, no election of director(s) was completed.

The terms of directors Richard A. Bianco, Jerry Y. Carnegie, Alessandra F.B. Halloran, Theodore T. Horton, Jr., and Kenneth M. Schmidt continued after the meeting.  Additionally, Mr. Theodore T. Horton, Jr. was appointed as a Class I Director with a term expiring in 2016.  Mr. Schmidt was appointed as Chairman of the Personnel Committee.

Proposal #2 – A vote was taken to ratify the approval of the appointment of Marcum LLP as the Company's the Independent Registered Public Accounting Firm for the calendar year 2013.

FOR
AGAINST
ABSTAIN
34,196,245
1,678,791
1,148,001

Proposal #3 – A vote was taken in consideration of a shareholder proposal recommending the liquidation of the Company.


FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
2,661,222
20,189,688
347,785
13,824,342

The foregoing proposals are described more fully in the Company's definitive proxy statement, filed with the Securities and Exchange Commission on April 1, 2013, pursuant to Section14(a) of the Securities Act of 1934, as amended, and the rules and regulations promulgated there under.





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.

 
AMBASE CORPORATION
 
 
 
 
 
By /s/ John P. Ferrara                                                                                    
 
John P. Ferrara
 
Vice President and Chief Financial Officer and Controller
 
AmBase Corporation
 
Date:  June 10, 2013