false 0001649096 0001649096 2024-06-18 2024-06-18
 
 
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, 2024
 
 
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, 2024, Clipper Realty Inc. (the “Company”) held its 2023 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 29, 2024 (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
34,496,115
1,205,299
3,697,542
Sam Levinson
34,183,847
1,517,567
3,697,542
Howard M. Lorber
30,517,371
5,184,043
3,697,542
Robert J. Ivanhoe
30,519,288
5,182,126
3,697,542
Roberto A. Verrone
34,188,276
1,513,138
3,697,542
Harmon S. Spolan
32,274,849
3,426,565
3,697,542
Richard N. Burger
34,541,302
1,160,112
3,697,542
 
 
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, 2024.
 
For
Against
Abstain
39,346,517
38,897
13,542
 
 
Proposal 3: The approval of an amendment of the Company's 2015 Non-Employee Director Plan to increase the number of shares of the Company's common stock issuable under the plan.
 
For
Against
Abstain
33,151,459
2,466,026
83,929
 
 
Proposal 4: approval of an amendment of the Company's 2015 Non-Employee Director Plan to increase the number of shares of the Company's common stock issuable under the plan.
 
For
Against
Abstain
32,517,571
3,101,449
82,394
 
 
 
 
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 18, 2024
 
 
v3.24.1.1.u2
Document And Entity Information
Jun. 18, 2024
Document Information [Line Items]  
Entity, Registrant Name CLIPPER REALTY INC.
Document, Type 8-K
Document, Period End Date Jun. 18, 2024
Entity, Incorporation, State or Country Code MD
Entity, File Number 001-38010
Entity, Tax Identification Number 47-4579660
Entity, Address, Address Line One 4611 12th Avenue, Suite 1L
Entity, Address, City or Town Brooklyn
Entity, Address, State or Province NY
Entity, Address, Postal Zip Code 11219
City Area Code 718
Local Phone Number 438-2804
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Title of 12(b) Security Common Stock
Trading Symbol CLPR
Security Exchange Name NYSE
Amendment Flag false
Entity, Central Index Key 0001649096
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