Current Report Filing (8-k)

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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 2, 2023 (June 1, 2023)

AMBASE CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	1-07265	95-2962743
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

7857 WEST SAMPLE ROAD, SUITE 134

CORAL SPRINGS, FLORIDA  33065

 (Address of principal executive offices, including zip code)

[phone]

(Registrant's telephone number, including area code)

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

   None.

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. ☐

 

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Item 5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company’s annual meeting of stockholders on June 1, 2023, votes were taken for the proposals that follow below.  The aggregate number of shares of Common Stock voted in person or by proxy for each of the proposals was as follows:

Proposal #1 - A vote was taken for the election of one Director of the Company to hold office for a three-year term and until his successor shall have been duly elected.

NOMINEE	FOR	WITHHELD	BROKER NON-VOTES
Richard A. Bianco	22,197,242	597,124	13,883,153

The terms of directors, Alessandra F. Bianco, Richard A. Bianco, JR., Jerry Y. Carnegie, and Scott M. Salant continued after the meeting. As previously reported, Mr. Kenneth M. Schmidt did not stand for re-election, hence his term expired effective June 1, 2023.

Proposal #2 – A vote was taken to ratify the approval of the appointment of Marcum LLP as the Company’s Independent Registered Public Accounting Firm for the calendar year 2023.

FOR	AGAINST	ABSTAIN
36,473,155	59,669	144,695

Proposal #3 – A vote was taken for the approval, on a non-binding advisory basis, of the compensation of the Company’s Named Executive Officers, as such compensation is described under the “Compensation Narrative” and “Executive Compensation” sections of the Company’s 2023 Proxy Statement.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
22,405,737	143,034	245,595	13,883,153

Proposal #4 - A vote was taken for the selection on a non-binding advisory basis, of the frequency of future stockholder votes on the compensation of the Company’s Named Executive Officers as such compensation is described under the “Compensation Discussion and Analysis” and “Executive Compensation” sections of the Company’s 2023 Proxy Statement.

Choice 1 Every Year	Choice 2 Every Two Years	Choice 3 Every Three Years	Choice 4 Abstain
3,315,260	5,476	19,413,843	59,787

There were 13,883,153 broker non-votes relating to Proposal #4.  The Board of Directors of the Company has determined that the frequency of future stockholder votes shall be every three (3) years.

The foregoing proposals are described more fully in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on March 30, 2023, pursuant to Section14(a) of the Securities Act of 1934, as amended, and the rules and regulations promulgated there under.

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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.

		AMBASE CORPORATION
		By	/s/ John Ferrara
		John Ferrara
		Vice President and Chief Financial Officer and Controller
		AmBase Corporation
		Date:  June 2, 2023

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