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 30, 2020 (June 25, 2020)

 

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 25, 2020, 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 two directors to each serve a two-year term until the Company’s 2022 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   Abstain   Withheld   Broker Non-Votes 
Alexander C. Matina   13,868,752    0    2,200,276    7,236,093 
Jeffrey B. Citrin   13,887,839    0    2,181,189    7,236,093 

 

  The holder of the Company’s single share of Special Stock elected one director to serve a two-year term until the Company’s 2022 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   Abstain   Withheld   Broker Non-Votes 
Joanne M. Minieri   1    0    0    0 

 

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, 2020, based on the following voting results:

 

For  Against  Abstain  Broker Non-Votes
23,008,098  158,923  138,100  0

  

 

 

 

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 30, 2020 /s/ Steven Kahn
  Steven Kahn
  Chief Financial Officer