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 25, 2024 (
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 24, 2024, Trinity Place Holdings Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”), at which shareholders approved, among other things, an amendment to the Trinity Place Holdings Inc. 2015 Stock Incentive Plan to increase the number of shares of common stock available for awards under such plan by 2,000,000 shares (as amended, the “Amended Plan”). A description of the Amended Plan is included in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 14, 2024 (the “Proxy Statement”), which description is incorporated herein by reference. Such description does not purport to be complete, and is qualified in its entirety by reference to the Amended Plan, a copy of which is attached hereto as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 24, 2024, the Company held its 2024 Annual Meeting. The final voting results for each of the matters submitted to a stockholder vote at the 2024 Annual Meeting are set forth below:
| 1. | The holders of the Company’s common stock elected one director to serve a two-year term until the Company’s 2026 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 | Against | Abstentions | Broker Non-Votes | ||||
| Alexander C. Matina | 48,360,062 | 0 | 477,128 | 7,756,491 | ||||
| The holder of the Company’s single share of special stock elected one director to serve a two-year term until the Company’s 2026 annual meeting of stockholders and until her successor is duly elected and qualified or her earlier resignation or removal, based on the following voting results: |
| Director | For | Against | Abstentions | Broker Non-Votes | ||||
| Joanne Minieri | 1 | 0 | 0 | 0 | ||||
| 2. | The holders of the Company’s common stock ratified the selection of BDO USA, P.C. as the Company’s independent auditors for the year ending December 31, 2024, based on the following voting results: |
| For | Against | Abstentions | Broker Non-Votes | |||
| 56,201,312 | 313,839 | 78,530 | 0 | |||
| 3. | 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 | Abstentions | Broker Non-Votes | |||
| 47,351,410 | 1,471,308 | 14,472 | 7,756,491 | |||
| 4. | The holders of the Company’s common stock approved the Amended Plan, based on the following voting results: |
| For | Against | Absentions | Broker Non-Votes | |||
| 47,583,691 | 1,235,555 | 17,944 | 7,756,491 | |||
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Trinity Place Holdings Inc. 2015 Stock Incentive Plan (as amended, effective June 11, 2024) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL 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 25, 2024 | /s/ Steven Kahn |
| Steven Kahn | |
| Chief Financial Officer |