0000020639-17-000013.txt : 20170601 0000020639-17-000013.hdr.sgml : 20170601 20170601144530 ACCESSION NUMBER: 0000020639-17-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170601 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170601 DATE AS OF CHANGE: 20170601 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: 17884408 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 frm8kannmtgvote2017.htm FORM 8-K ANNUAL MEETING VOTING 2017

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 1, 2017

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 Employer Identification Number)



ONE SOUTH OCEAN BOULEVARD, SUITE 301
BOCA RATON, FLORIDA 33432
 (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 1, 2017, 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 - A vote was taken for the election of two Directors of the Company to hold office for a three-year term and until their successors shall have been duly elected.

 
NOMINEE
 
FOR
 
WITHHELD
BROKER
NON-VOTES
Richard A. Bianco
20,690,383
599,137
15,355,246
Kenneth M. Schmidt
20,166,253
1,123,267
15,355,246

The terms of directors, Alessandra F. Bianco, Richard A. Bianco, JR. and Jerry Y. Carnegie, continued after the meeting.

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 2017.

FOR
AGAINST
ABSTAIN
36,530,604
99,013
15,149

Proposal #3 – A vote was taken for the approval, on a non-binding advisory basis, of the compensation of the Company's Named Executive Officers, as such compensation is described under the "Compensation Narrative" and "Executive Compensation" sections of the Company's 2017 Proxy Statement.

 
 
FOR
 
 
AGAINST
 
 
ABSTAIN
 
BROKER
NON-VOTES
19,924,909
840,609
524,002
15,355,246

Proposal #4 - A vote was taken for the selection on a non-binding advisory basis, of the frequency of future stockholder votes on the compensation of the Company's Named Executive Officers as such compensation is described under the "Compensation Discussion and Analysis" and "Executive Compensation" sections of the Company's 2017 Proxy Statement.

Choice 1
Every Year
Choice 2
Every Two Years
Choice 3
Every Three Years
Choice 4
Abstain
2,026,430
26,995
18,777,333
458,762

There were 15,355,246 broker non-votes relating to Proposal #4.  The Board of Directors of the Company has determined that the frequency of future stockholder votes shall be every three (3) years.

The foregoing proposals are described more fully in the Company's definitive proxy statement, filed with the Securities and Exchange Commission on March 31, 2017, 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 Ferrara 
 
John Ferrara
 
Vice President and Chief Financial Officer and Controller
 
AmBase Corporation
 
Date:  June 1, 2017