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 23, 2023 (June 21, 2023)
Trinity Place Holdings Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 001-08546 | | 22-2465228 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
340 Madison Avenue, New York, New York 10173
(Address of Principal Executive Offices) (Zip Code)
(212) 235-2190
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 |
| Common Stock $0.01 Par Value Per Share | | TPHS | | NYSE American |
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)) |
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 21, 2023, 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 2025 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 | | | Absentions | | | Broker Non-Votes | |
| Alan Cohen | | | 22,954,715 | | | | 0 | | | | 1,394,943 | | | | 8,566,499 | |
| Matthew Messinger | | | 23,679,342 | | | | 0 | | | | 670,316 | | | | 8,566,499 | |
| Keith Pattiz | | | 23,474,069 | | | | 0 | | | | 875,589 | | | | 8,566,499 | |
| 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, 2023, based on the following voting results: |
| For | | | Against | | | Absentions | | | Broker Non-Votes | |
| | 32,394,479 | | | | 162,031 | | | | 359,647 | | | | 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 2,000,000 shares (the “Amended Plan”), based on the following voting results: |
| For | | | Against | | | Absentions | | | Broker Non-Votes | |
| | 22,653,582 | | | | 1,675,387 | | | | 20,689 | | | | 8,566,499 | |
A copy of the Amended Plan is attached hereto as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
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 23, 2023 | /s/ Steven Kahn |
| | Steven Kahn |
| | Chief Financial Officer |
