Five Point Holdings LLC filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$FPH
Real Estate
Finance
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
Date of report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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.
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 | — | |||||||||||||||||
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 | ||||