UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): July 2, 2021 (
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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:
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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.
On June 29, 2021, Trinity Place Holdings Inc. (the “Company”) held its annual meeting of stockholders. The final voting results for each of the matters submitted to a stockholder vote at the annual meeting are set forth below:
1. | The holders of the Company’s common stock elected three directors to each serve a two-year term until the Company’s 2023 annual meeting of stockholders and until his successor is duly elected and qualified or his earlier resignation or removal, based on the following voting results: |
Director | For | Abstain | Withheld | Broker Non-Votes | ||||||||||||
Alan Cohen | 19,890,741 | 0 | 617,437 | 7,520,312 | ||||||||||||
Matthew Messinger | 20,231,273 | 0 | 276,905 | 7,520,312 | ||||||||||||
Keith Pattiz | 20,122,493 | 0 | 385,685 | 7,520,312 |
2. | The holders of the Company’s common stock ratified the selection of BDO USA, LLP as the Company’s independent auditors for the year ending December 31, 2021, based on the following voting results: |
For | Against | Abstain | Broker Non-Votes | |||||||||||
27,738,176 | 133,641 | 156,673 | 0 |
3. | The holders of the Company’s common stock approved an amendment to the Company’s 2015 Stock Incentive Plan (the “2015 Plan”) to increase the number of shares of common stock available for awards under the 2015 Plan by 1,500,000 shares (the “Amended Plan”), based on the following voting results: |
For | Against | Abstain | Broker Non-Votes | |||||||||||
19,781,019 | 718,340 | 8,819 | 7,520,312 |
A copy of the Amended Plan is attached hereto as Exhibit 10.1.
4. | The holders of the Company’s common stock approved, on an advisory basis, the compensation of the Company’s named executive officers, based on the following voting results: |
For | Against | Abstain | Broker Non-Votes | |||||||||||
18,615,135 | 1,839,195 | 53,848 | 7,520,312 |
5. | The holders of the Company’s common stock approved, on an advisory basis, a triennial frequency of future advisory votes on the compensation of the Company’s named executive officers, based on the following voting results: |
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | |||||||||||||
1,967,624 | 135,954 | 18,162,569 | 242,031 |
In accordance with the advisory vote of the holders of the Company’s common stock, the Board of Directors of the Company has decided to include an advisory stockholder vote on the compensation of the Company’s named executive officers in its proxy materials every three years until the next required advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers, which will occur no later than the Company’s annual meeting of stockholders in 2027. |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Exhibit Description |
10.1 | Trinity Place Holdings Inc. 2015 Stock Incentive Plan (as amended, effective April 23, 2021) |
104 | Cover page interactive data file (embedded within the iXBRL document) |
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.
TRINITY PLACE HOLDINGS INC. | |
Date: July 2, 2021 | /s/ Steven Kahn |
Steven Kahn | |
Chief Financial Officer |