Form 8-K

 

 

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 25, 2014 (June 20, 2014)

 

 

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 DR, FOURTH FLOOR

RESTON, VIRGINIA 20190

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (703) 883-1700

 

 

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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

Comstock Holding Companies, Inc. (the “Corporation”) held its 2014 Annual Meeting of Stockholders on June 20, 2014 (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 Securities and Exchange Commission on April 30, 2014. The final voting results are below. Each holder of our Class B common stock was entitled to fifteen votes per share of Class B common stock and each holder of our Class A common stock was entitled to one vote per share of Class A common stock on all matters submitted to our stockholders for a vote.

Proposal 1

The Corporation’s stockholders elected the following three directors to serve for a three-year term ending at the 2017 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

     6,710,355         1,366,750         197,621         6,750,164   

James A. MacCutcheon

     6,730,858         1,366,750         177,118         6,750,164   

Robert P. Pincus

     6,703,357         1,366,750         204,619         6,750,164   

Proposal 2

The Corporation’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2014. The voting results are set forth below:

 

Votes For

 

Votes Against

 

Votes Withheld

 

Broker Non-vote

Class A

 

Class B

           
13,594,929   1,366,750   51,240   11,971   0

Proposal 3

The Corporation’s stockholders approved on an advisory, non-binding basis, the compensation of the Corporation’s named executive officers. The proposal received the following votes:

 

Votes For

 

Votes Against

 

Votes Withheld

 

Broker Non-vote

Class A

 

Class B

           
5,911,116   1,366,750   943,281   53,579   6,750,164


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 25, 2014

 

COMSTOCK HOLDING COMPANIES, INC.
By:  

/s/    Christopher Clemente        

 

Christopher Clemente,

Chief Executive Officer