UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 20, 2023
Safehold Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-15371 | 95-6881527 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| 1114 Avenue of the Americas, | |
| 39th Floor | |
| New York, New York | 10036 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 930-9400
N/A
(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 (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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | SAFE | NYSE |
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. |
The Board of Directors of Safehold Inc. (“SAFE” or the “Company”) previously adopted, subject to shareholder approval, amendments (the “Amendments”) to the Safehold Inc. Amended and Restated 2009 Long-Term Incentive Plan (the “2009 LTIP”), which was approved by the Company’s shareholders on June 20, 2023 at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The Amendments (i) increased the aggregate number of shares of common stock available for issuance by 192,000, from 267,094 (which was the number remaining available for grants under the 2009 LTIP on April 20, 2023, the record date for the Annual Meeting) to 459,094, subject to adjustment as provided in the 2009 LTIP, with an equivalent increase to the number of shares of common stock available for grant pursuant to incentive stock options, and (ii) extended the expiration date of the 2009 LTIP from May 13, 2031 to June 20, 2033.
The foregoing description of the Amendments is qualified in its entirety by reference to the text of the 2009 LTIP, as amended, which is filed as Exhibit 10.1 hereto, and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 20, 2023, the Company held its Annual Meeting virtually, for the purpose of (i) electing seven directors to hold office until the 2024 Annual Meeting of Stockholders, (ii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, (iii) approving the Amendments to the 2009 LTIP, (iv) approving, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (the “Say-on-Pay Vote”) and (v) approving, on a non-binding, advisory basis, the frequency of future Say on Pay votes. The final voting results for each of the proposals submitted to a vote of shareholders at the annual meeting are set forth below.
Proposal 1. Election of Directors: At the Annual Meeting, seven directors were elected for terms continuing until the 2024 Annual Meeting of Stockholders. For each nominee, the numbers of votes cast for, votes withheld and broker non-votes were as follows:
| Name of Nominees | For | Withheld | Broker Non-Votes | |||
| Jay Sugarman | 50,551,973 | 1,203,625 | 2,932,872 | |||
| Marcos Alvarado | 51,635,569 | 120,029 | 2,932,872 | |||
| Jesse Hom | 48,448,723 | 3,306,875 | 2,932,872 | |||
| Robin Josephs | 50,551,745 | 1,203,853 | 2,932,872 | |||
| Jay S. Nydick | 51,578,671 | 176,927 | 2,932,872 | |||
| Barry Ridings | 51,574,057 | 181,541 | 2,932,872 | |||
| Stefan M. Selig | 51,612,622 | 142,976 | 2,932,872 |
Proposal 2. Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023: At the Annual Meeting, the votes on a proposal to ratify the selection of Deloitte & Touche LLP as SAFE’s independent registered public accounting firm for the fiscal year ended December 31, 2023 were as set out below. The proposal was approved.
| For | Against | Abstentions | Broker Non-Votes | |||
| 54,438,657 | 241,008 | 8,805 | 0 |
Proposal 3. Approval of Amendments to the Safehold Inc. Amended and Restated 2009 Long-Term Incentive Plan: At the Annual Meeting, the votes on a proposal to approve amendments to the Safehold Inc. Amended and Restated 2009 Long-Term Incentive Plan were as set out below. The proposal was approved.
| For | Against | Abstentions | Broker Non-Votes | |||
| 48,915,445 | 2,783,337 | 56,816 | 2,932,872 |
Proposal 4. Non-Binding, Advisory Vote to Approve Executive Compensation (“Say-on-Pay”): At the Annual Meeting, the votes on a proposal to approve, on a non-binding, advisory basis, the compensation of SAFE’s named executive officers were as set out below. The proposal was approved.
| For | Against | Abstentions | Broker Non-Votes | |||
| 50,620,296 | 1,102,470 | 32,832 | 2,932,872 |
Proposal 5. Non-Binding, Advisory Vote to Approve the Frequency of Future Say-on-Pay Votes: At the Annual Meeting, the votes on a proposal to approve, on a non-binding, advisory basis, the frequency of future Say-on-Pay votes were as set out below. The frequency of every year for future Say-on-Pay votes received the affirmative vote of the majority of votes cast by the Company’s shareholders.
| Every Year | Every Two Years | Every Three Years | Abstentions | Broker Non-Votes | ||||
| 50,617,026 | 23,200 | 1,092,165 | 23,207 | 2,932,872 |
| Item 9.01 | Financial Statements and Exhibits. | |
| (d) Exhibits | ||
| Exhibit 10.1 | Amended and Restated 2009 Long-Term Incentive Plan | |
| Exhibit 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Safehold Inc. | |||
| By: | /s/ Geoffrey M. Dugan | ||
| Name: | Geoffrey M. Dugan | ||
| Title: | General Counsel, Corporate and Secretary | ||
| Date: | June 22, 2023 |
