8-K

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 3, 2021

CEDAR REALTY TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

001-31817	42-1241468
(Commission File Number)	(IRS Employer Identification No.)

928 Carmans Road

Massapequa, New York 11758

(Address of Principal Executive Offices) (Zip Code)

(516) 767-6492

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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:

☐ 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 class	Trading symbols	Name of exchange on which registered
Common Stock, $0.06 Par Value	CDR	The New York Stock Exchange
7.25% Series B Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value	CDR/PB	The New York Stock Exchange
6.50% Series C Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value	CDR/PC	The New York Stock Exchange

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.

(a) Cedar Realty Trust, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”) on June 3, 2021.

(b) At the Annual Meeting, stockholders of the Company voted on (i) the election of eight director nominees to the board of directors of the Company to serve until the next annual meeting of stockholders in 2022 and until their successors are duly elected and qualify, (ii) the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021, (iii) a non-binding, advisory resolution approving the compensation of the Company’s named executive officers. A total of 9,773,580 shares of common stock of the Company outstanding and entitled to vote were present at the Annual Meeting, in person or by proxy, representing approximately 71.71% of the outstanding stock entitled to vote at the Annual Meeting. All of the proposals submitted to stockholders for approval were approved, with the following results:

1. Election of directors.

	For		Withheld		Abstain		Broker Non-Votes
Abraham Eisenstat		6,104,147		996,698		3,659		2,669,076
Gregg A. Gonsalves		6,982,070		118,733		3,701		2,669,076
Sabrina L. Kanner		6,142,228		884,345		77,931		2,669,076
Darcy D. Morris		7,021,545		21,592		61,367		2,669,076
Steven G. Rogers		6,206,015		894,830		3,659		2,669,076
Richard H. Ross		7,066,715		34,630		3,159		2,669,076
Bruce J. Schanzer		6,109,621		947,017		47,866		2,669,076
Sharon Stern		6,991,345		34,236		78,923		2,669,076

2. Appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ended December 31, 2021.

For	Against	Abstain	Broker Non-Votes
9,699,238	42,633	31,709	0

3. Approval of a non-binding, advisory resolution approving the compensation of the Company’s named executive officers.

For	Against	Abstain	Broker Non-Votes
4,792,174	2,303,989	8,341	2,669,076

SIGNATURE

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

Dated: June 8, 2021

CEDAR REALTY TRUST, INC.
By:	/s/ Bruce J. Schanzer
	Bruce J. Schanzer
	President and CEO

XML

Document and Entity Information	Jun. 03, 2021
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0000761648
Document Type	8-K
Document Period End Date	Jun. 03, 2021
Entity Registrant Name	CEDAR REALTY TRUST, INC.
Entity Incorporation State Country Code	MD
Entity File Number	001-31817
Entity Tax Identification Number	42-1241468
Entity Address, Address Line One	928 Carmans Road
Entity Address, City or Town	Massapequa
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11758
City Area Code	(516)
Local Phone Number	767-6492
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, $0.06 Par Value
Trading Symbol	CDR
Security Exchange Name	NYSE
Series B Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	7.25% Series B Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value
Trading Symbol	CDR/PB
Security Exchange Name	NYSE
Series C Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	6.50% Series C Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value
Trading Symbol	CDR/PC
Security Exchange Name	NYSE