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    Clipper Realty Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/20/25 9:00:30 AM ET
    $CLPR
    Real Estate Investment Trusts
    Real Estate
    Get the next $CLPR alert in real time by email
    clpr20250619_8k.htm
    false 0001649096 0001649096 2025-06-18 2025-06-18
     


     
    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 18, 2025
     
     
    CLIPPER REALTY INC.
    (Exact Name of Registrant as Specified in Charter)
     
    Maryland
     
    001-38010
     
    47-4579660
    (State or Other
     
    (Commission
     
    (IRS Employer
    Jurisdiction of
     
    File Number)
     
    Identification No.)
    Incorporation)
           
     
     
    4611 12th Avenue, Suite 1L
    Brooklyn, New York
     
    11219
    (Address of Principal Executive Offices)
     
    (Zip Code)
     
     
    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.):
     
    ☐
    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. ☐
     
    Securities registered pursuant to Section 12(b) of the Act:
     
    Title of each class
    Trading Symbol
    Name of each exchange on which registered
    Common Stock, par value $0.01 per share
    CLPR
    New York Stock Exchange
     


     
     

     
     
    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.
     
    Director Nominee
     
    For
       
    Withheld
       
    Broker Non-Votes
     
    David Bistricer
      33,301,166     366,799     5,236,221  
    Sam Levinson
      32,964,418     703,547     5,236,221  
    Howard M. Lorber
      31,184,400     2,483,565     5,236,221  
    Robert J. Ivanhoe
      31,173,708     2,494,257     5,236,221  
    Roberto A. Verrone
      32,966,944     701,021     5,236,221  
    Harmon S. Spolan
      32,097,912     1,570,053     5,236,221  
    Richard N. Burger
      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.
     
    For
       
    Against
       
    Abstain
     
    38,843,533     50,405     10,248  
     
     
    Proposal 3: The approval of the Company's 2025 Omnibus Incentive Plan.
     
    For
       
    Against
       
    Abstain
     
    30,651,964     3,003,138     12,863  
     
     
    Proposal 4: The approval of the Company's 2025 Non-Employee Director Plan.
     
    For
       
    Against
       
    Abstain
     
    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.
     
     
     
    Clipper Realty Inc.
     
    (Registrant)
         
     
    By:
    /s/ David Bistricer
     
    Name:
    David Bistricer
     
    Title:
    Co-Chairman and Chief Executive Officer
     
     
    Date: June 20, 2025
     
     
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