0001784567 HCDI:WarrantsOneMember 2022-06-01 2022-06-01
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, 2022
Harbor Custom Development, Inc.
(Exact name of registrant as specified in its charter)
| Washington | | 001-39266 | | 46-4827436 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
1201 Pacific Avenue, Suite 1200
Tacoma, WA 98402
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (253) 649-0636
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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 | | HCDI | | The Nasdaq Stock Market LLC |
| 8% Series A Cumulative Convertible Preferred Stock | | HCDIP | | The Nasdaq Stock Market LLC |
| Warrants | | HCDIW | | The Nasdaq Stock Market LLC |
| Warrants | | HCDIZ | | The Nasdaq Stock Market LLC |
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.
At the Annual Meeting, the stockholders of Harbor Custom Development, Inc. (the “Company”) elected the Company’s Board of Directors (“Board”) and voted on five Board proposals contained within the Company’s Proxy Statement, dated April 21, 2022, as supplemented.
The Board nominees were elected to hold office until the next annual meeting of stockholders or until their respective successors are elected and qualified with the following votes:
| Nominee | | For | | | Withhold | |
| Sterling Griffin | | | 4,518,991.22 | | | | 41,880.00 | |
| Chris Corr | | | 4,519,010.22 | | | | 41,861.00 | |
| Richard Schmidtke | | | 4,518,731.22 | | | | 42,140.00 | |
| Larry Swets | | | 4,208,661.00 | | | | 352,210.22 | |
| Dennis Wong | | | 4,484,995.22 | | | | 75,876.00 | |
| Wally Walker | | | 4,490,444.22 | | | | 70,427.00 | |
| Karen Bryant | | | 4,484,648.22 | | | | 76,223.00 | |
The stockholders voted on the following proposals and cast their votes as described below:
| Proposal | | For | | | Against | | | Abstain | |
| To ratify the appointment of | | | 7,625,559.22 | | | | 16,330.00 | | | | -0- | |
| Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2022. | | | | | | | | | | | | |
| Proposal | | For | | | Against | | | Abstain | |
| To approve, on a non-binding | | | 4,413,097.22 | | | | 125,899.00 | | | | 21,875.00 | |
| advisory basis, the compensation of the Company’s our named executive officers, during the fiscal year ended December 31, 2021. | | | | | | | | | | | | |
| Proposal | | For | | | Against | | | Abstain | |
| To approve an amendment to the Company’s Articles of Incorporation and Bylaws to reduce the quorum requirement for shareholder meetings from a majority of the outstanding shares of common stock to 33.34% of the outstanding shares of common stock as allowed by Washington Business Corporations Act. | | | 3,746,585.00 | | | | 799,068.00 | | | | 15,218.22 | |
| Proposal | | For | | | Against | | | Abstain | |
| To approve an amendment to the Company’s 2018 Equity Incentive Plan to increase, by 2,000,000, the authorized number of shares of common stock reserved for issuance as options under the 2018 Equity Incentive Plan. | | | 3,294,085.22 | | | | 1,266,378.00 | | | | 408 | |
| Proposal | | For | | | Against | | | Abstain | |
| To approve an amendment to the Company’s 2020 Restricted Stock Plan to increase, by 2,000,000, the authorized number of shares of common stock available for awards under the 2020 Restricted Stock Plan. | | | 3,457,780.22 | | | | 1,102,691.00 | | | | 400 | |
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.
| | Harbor Custom Development, Inc. |
| | | |
| Date: June 7, 2022 | By: | /s/ Jeff Habersetzer |
| | | Jeff Habersetzer |
| | | Chief Operating Officer, General Counsel, and Secretary |
