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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): May 11, 2020

 

New York City REIT, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Maryland   000-55393   46-4380248

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

650 Fifth Avenue, 30th Floor

New York, New York 10019

(Address, including zip code, of Principal Executive Offices)

 

Registrant’s telephone number, including area code:(212) 415-6500

 

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: None.

 

Title of each class:   Trading Symbol(s)   Name of each exchange on which registered:
N/A   N/A   N/A

 

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.

 

The 2020 annual meeting of stockholders (the “Annual Meeting”) of New York City REIT, Inc. (the “Company”) was initially called to order on April 15, 2020 and reconvened on May 11, 2020. At the reconvened Annual Meeting on May 11, 2020, there were present, in person or by proxy, stockholders holding an aggregate of 17,179,432 shares of the Company’s common stock, out of a total number of 30,994,891 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting, representing approximately 55.4% of the shares entitled to be voted.

 

At the Annual Meeting, the Company’s stockholders: (i) re-elected Lee M. Elman and Edward M. Weil, Jr. as Class III directors to serve until the Company’s 2023 annual meeting of stockholders and until their successors are duly elected and qualify; and (ii) ratified the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The proposals are described in detail in the Company’s 2020 proxy statement. No other proposals were submitted to a vote of the Company’s stockholders at the Annual Meeting. The final results of the matters voted on at the Annual Meeting are set forth below:

 

Proposal 1 – Election of Class III Directors

 

Nominee Votes For Votes Against Abstain Broker Non-Votes
Lee M. Elman 13,332,553 1,772,635 1,466,524 607,720
Edward M. Weil, Jr. 12,097,714 3,135,132 1,338,866 607,720

 

Proposal 2 – Ratification of the Appointment of PwC as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2020:

 

Votes For Votes Against Abstain Broker Non-Votes
15,573,784 525,362 1,080,286 *

 

*No broker non-votes arose in connection with Proposal No. 2.

 

 

 

 

 

SIGNATURES

 

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.

 

  New York City REIT, Inc.
       
       
Date: May 11, 2020 By: /s/ Edward M. Weil, Jr.  
    Edward M. Weil, Jr.
    Chief Executive Officer, President, and Secretary