UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 14, 2024 (
(Exact name of registrant as specified in its charter)
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol |
Name of each exchange on which registered | ||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with the terms and conditions of the Stock Purchase Agreement, dated as of January 5, 2024, by and between Trinity Place Holdings Inc. (the “Company”), TPHS Lender LLC (the “Company Investor”) and TPHS Investor LLC (the “JV Investor” and together with the Company Investor, the “Investor”), as amended on January 30, 2024, the Investor selected Daniel C. Bartok as one of its director designees, and on June 11, 2024, upon the recommendation of the Nominating and Corporate Governance Committee, the board of directors of the Company elected Mr. Bartok as a director. Mr. Bartok was appointed as a member of the Compensation Committee and Nominating and Corporate Governance Committee of the board of directors. Mr. Bartok is currently engaged as an independent consultant to Davidson Kempner Hawthorne Partners LLC, which is an affiliate of the Investor. Mr. Bartok will be compensated in accordance with the Company’s standard compensation policies and practices for non-employee directors.
In addition, on June 11, 2024, Patrick J. Bartels, Jr. tendered his resignation from the board of directors of the Company, effective immediately. There are no disagreements between Mr. Bartels and the Company relating to the Company’s operations, policies or practices that resulted in Mr. Bartels’ decision to resign.
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: June 14, 2024 | /s/ Steven Kahn |
Steven Kahn | |
Chief Financial Officer |
Cover |
Jun. 11, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jun. 11, 2024 |
Entity File Number | 001-08546 |
Entity Registrant Name | Trinity Place Holdings Inc. |
Entity Central Index Key | 0000724742 |
Entity Tax Identification Number | 22-2465228 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 340 Madison Avenue |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10173 |
City Area Code | 212 |
Local Phone Number | 235-2190 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock $0.01 Par Value Per Share |
Trading Symbol | TPHS |
Security Exchange Name | NYSEAMER |
Entity Emerging Growth Company | false |
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