Clipper Realty Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$CLPR
Real Estate Investment Trusts
Real Estate
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
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Registrant’s telephone number, including area code: (718 ) 438-2804
Former name or former address, if changed since last report: N/A
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 Instructions A.2.):
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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))
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Item 5.07. Submission of Matters to a Vote of Security Holders
On June 18, 2025, Clipper Realty Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The stockholders of the Company approved all of the proposals presented at the Annual Meeting, which are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on April 30, 2025 (the “Proxy Statement”).
The following are the voting results of the proposals submitted to the Company’s stockholders at the Annual Meeting:
Proposal 1: The election of the seven director nominees named in the Proxy Statement.
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Director Nominee
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For
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Withheld
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Broker Non-Votes
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David Bistricer
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33,301,166 | 366,799 | 5,236,221 | ||||||
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Sam Levinson
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32,964,418 | 703,547 | 5,236,221 | ||||||
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Howard M. Lorber
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31,184,400 | 2,483,565 | 5,236,221 | ||||||
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Robert J. Ivanhoe
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31,173,708 | 2,494,257 | 5,236,221 | ||||||
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Roberto A. Verrone
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32,966,944 | 701,021 | 5,236,221 | ||||||
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Harmon S. Spolan
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32,097,912 | 1,570,053 | 5,236,221 | ||||||
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Richard N. Burger
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33,441,269 | 226,696 | 5,236,221 |
Proposal 2: The ratification of the appointment of PKF O’Connor Davies, LLP, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
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For
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Against
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Abstain
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| 38,843,533 | 50,405 | 10,248 |
Proposal 3: The approval of the Company's 2025 Omnibus Incentive Plan.
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For
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Against
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Abstain
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| 30,651,964 | 3,003,138 | 12,863 |
Proposal 4: The approval of the Company's 2025 Non-Employee Director Plan.
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For
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Against
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Abstain
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| 30,978,764 | 2,676,453 | 12,748 |
SIGNATURE
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.
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Clipper Realty Inc.
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(Registrant)
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By:
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/s/ David Bistricer
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Name:
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David Bistricer
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Title:
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Co-Chairman and Chief Executive Officer
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Date: June 20, 2025