0001564590-20-030106.txt : 20200622 0001564590-20-030106.hdr.sgml : 20200622 20200622154821 ACCESSION NUMBER: 0001564590-20-030106 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200617 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20200622 DATE AS OF CHANGE: 20200622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Comstock Holding Companies, Inc. CENTRAL INDEX KEY: 0001299969 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 201164345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32375 FILM NUMBER: 20978770 BUSINESS ADDRESS: STREET 1: 1886 METRO CENTER DRIVE STREET 2: SUITE 410 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 703-883-1700 MAIL ADDRESS: STREET 1: 1886 METRO CENTER DRIVE STREET 2: SUITE 410 CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: Comstock Homebuilding Companies, Inc. DATE OF NAME CHANGE: 20040806 8-K 1 chci-8k_20200622.htm 8-K chci-8k_20200622.htm

 

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): June 22, 2020 (June 17, 2020)

 

 

Comstock Holding Companies, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

 

 

 

 

Delaware

 

1-32375

 

20-1164345

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

1886 METRO CENTER DRIVE, FOURTH FLOOR

RESTON, VIRGINIA 20190

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (703) 230-1985

 

(Former Name or Former Address, if Changed Since Last Report)

 

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 Instruction A.2. below):

 

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:

 

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01

CHCI

NASDAQ Capital Market

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 5.07Submission of Matters to a Vote of Security Holders.

On June 17, 2020, Comstock Holding Companies, Inc. (the “Corporation”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, three proposals were submitted to, and approved by, the Corporation’s stockholders. The proposals are described in more detail in the Corporation’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 29, 2020. Each holder of the Corporation’s Class B common stock was entitled to fifteen votes per share of Class B common stock and each holder of the Corporation’s Class A common stock was entitled to one vote per share of Class A common stock on all matters submitted to the stockholders for a vote. The final voting results are below.

Proposal 1

The Corporation’s stockholders elected the following three directors to serve for a three-year term ending at the 2023 Annual Meeting of Stockholders, or until their respective successors are duly elected and qualified or until their earlier resignation or removal. The voting results are set forth below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Votes For

 

 

Votes Withheld

 

 

Broker Non-vote

 

 

 

Class A

 

 

Class B

 

 

 

 

 

 

 

 

 

David M. Guernsey

 

 

5,063,529

 

 

 

220,250

 

 

 

104,643

 

 

 

1,848,074

 

James A. MacCutcheon

 

 

5,063,668

 

 

 

220,250

 

 

 

104,504

 

 

 

1,848,074

 

Robert P. Pincus

 

 

5,063,779

 

 

 

220,250

 

 

 

104,393

 

 

 

1,848,074

 

 

Proposal 2

The Corporation’s stockholders ratified the appointment of BDO USA, LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The voting results are set forth below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Votes For

 

 

Votes Against

 

 

Votes Abstained

 

 

Broker Non-vote

 

Class A

 

 

Class B

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,842,665

 

 

 

220,250

 

 

 

170,896

 

 

 

2,658

 

 

 

-

 

 

Proposal 3

The Corporation’s stockholders approved on an advisory, non-binding basis, the compensation of the Corporation’s named executive officers for 2019. The voting results are set forth below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Votes For

 

 

Votes Against

 

 

Votes Abstained

 

 

Broker Non-vote

 

Class A

 

 

Class B

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,958,611

 

 

 

220,250

 

 

 

204,843

 

 

 

4,718

 

 

 

1,848,074

 

 


1


 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  June 22, 2020

COMSTOCK HOLDING COMPANIES, INC.

 

 

 

 

 

By:

 

/s/    Christopher Clemente

 

 

Christopher Clemente,

Chief Executive Officer

 

2