0001574197
false
0001574197
2024-05-22
2024-05-22
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
May 22, 2024
Date of report (date of earliest event reported)
FIVE POINT HOLDINGS, LLC
(Exact name of registrant as specified in its charter)
Delaware 001-38088 27-0599397
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2000 FivePoint 4th Floor Irvine California 92618
(Address of Principal Executive Offices) (Zip code)
(
949
)
349-1000
(Registrant's telephone number, including area code)
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Name of each exchange
Symbol(s) on which registered
Class A common shares FPH New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)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.
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Item 5.07. Submission of Matters to a Vote of Security Holders.
Five Point Holdings, LLC (the "Company") held its 2024 Annual Meeting of
Shareholders (the "Annual Meeting") on May 22, 2024. There were
69,358,504
Class A common shares and 79,233,544 Class B common shares outstanding and
entitled to vote at the Annual Meeting as of April 4, 2024, the record date
for the Annual Meeting. Each Class A common share and each Class B common
share was entitled to one vote per share. Accordingly, as of the record date,
the total voting power of all of the outstanding shares entitled to vote at
the Annual Meeting was
148,592,048
votes. There were present in person or represented by proxy at the Annual
Meeting shareholders holding an aggregate of 134,520,353 common shares
representing 90.5% of the issued and outstanding common shares of the Company
entitled to vote at the Annual Meeting as determined on the record date.
At the Annual Meeting, the shareholders of the Company elected each of the
Company's four nominees for director, with voting results as follows:
Name Votes Cast For Votes Withheld Broker Non-Votes
Evan Carruthers 125,938,281 181,577 8,400,495
Jonathan Foster 125,718,356 401,502 8,400,495
Emile Haddad 124,781,340 1,338,518 8,400,495
Stuart Miller 125,635,776 484,082 8,400,495
Based on the foregoing votes, each of the four nominees named in the table
above was elected and will serve as a director until the 2027 annual meeting
of shareholders and until such director's successor is duly elected and
qualified or, if earlier, such director's death, resignation or removal.
The shareholders of the Company also approved, on a non-binding advisory
basis, the compensation paid to the Company's named executive officers, with
voting results as follows:
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
124,548,038 1,540,053 31,767 8,400,495
The shareholders of the Company also ratified the selection of Deloitte &
Touche LLP as the Company's independent registered public accountants for the
fiscal year ending December 31, 2024, with voting results as follows:
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
134,341,494 173,635 5,224 -
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized.
Date: May 22, 2024
FIVE POINT HOLDINGS, LLC
By: /s/ Michael Alvarado
Name: Michael Alvarado
Title: Chief Operating Officer, Chief Legal Officer, Vice President and Secretary
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