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AmBase Corporation (ABCP) shareholders approve pay plan and elect director at 2026 meeting

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AmBase Corporation reported the results of its annual meeting of stockholders held on May 27, 2026. Stockholders elected director Richard A. Bianco to a three-year term, with 50,116,832 votes for and 493,462 votes withheld, and no broker non-votes.

In a separate non-binding advisory vote, stockholders approved the compensation of the company’s named executive officers as described in the 2026 Proxy Statement, with 48,423,126 votes for, 1,989,983 against, 197,335 abstentions, and no broker non-votes. The terms of directors Richard A. Bianco, Jr., Alessandra F. Bianco and Scott M. Salant continued after the meeting.

Positive

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Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for director nominee 50,116,832 shares Election of Richard A. Bianco at May 27, 2026 meeting
Votes withheld for director nominee 493,462 shares Election of Richard A. Bianco
Votes for executive compensation 48,423,126 shares Non-binding advisory say-on-pay proposal
Votes against executive compensation 1,989,983 shares Non-binding advisory say-on-pay proposal
Abstentions on executive compensation 197,335 shares Non-binding advisory say-on-pay proposal
Broker non-votes on proposals 0 shares Both director election and executive compensation proposals
non-binding advisory basis financial
"A vote was taken for the approval, on a non-binding advisory basis, of the compensation of the Company’s Named Executive Officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
broker non-votes financial
"NOMINEE | FOR | WITHHELD | BROKER NON-VOTES Richard A. Bianco | 50,116,832 | 493,462 | 0"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Named Executive Officers financial
"compensation of the Company’s Named Executive Officers, as such compensation is described under the “Compensation Narrative”"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
definitive proxy statement regulatory
"The foregoing proposal(s) are described more fully in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
Section 14(a) regulatory
"filed with the Securities and Exchange Commission on March 27, 2026, pursuant to Section14(a) of the Securities Act of 1934, as amended"
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Understanding 8-K Material Events →
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): May 29, 2026 (May 27, 2026)

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)

(201) 265-0169
(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.  ☐
 
Item 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company’s annual meeting of stockholders on May 27, 2026, votes were taken for the proposal(s) that follow below.  The aggregate number of shares of Common Stock voted in person or by proxy for each of the proposal(s) was as follows:

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

 
NOMINEE
 
FOR
 
WITHHELD
BROKER
NON-VOTES
Richard A. Bianco
50,116,832
493,462
0

The terms of director(s), Richard A. Bianco, Jr., Alessandra F. Bianco and Scott M. Salant continued after the meeting.

Proposal #2 – 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 2026 Proxy Statement.

 
FOR
 
AGAINST
 
ABSTAIN
BROKER
NON-VOTES
48,423,126
1,989,983
197,335
0

The foregoing proposal(s) are described more fully in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on March 27, 2026, pursuant to Section14(a) of the Securities Act of 1934, as amended, and the rules and regulations promulgated there under.

Item 9.01  
Financial Statements and Exhibits

(d) Exhibits

Exhibit Number
  
Exhibit Title
     
104.1
  
The Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL.

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: May 29, 2026


Source: View Original Filing on SEC EDGAR

FAQ

What did AmBase Corporation (ABCP) stockholders decide at the May 27, 2026 annual meeting?

AmBase stockholders elected director Richard A. Bianco and approved executive compensation on an advisory basis. The meeting results confirm board continuity and support for the compensation program described in the company’s 2026 Proxy Statement filed on March 27, 2026.

How many votes did AmBase’s director nominee receive at the 2026 annual meeting?

Director nominee Richard A. Bianco received 50,116,832 votes for election and 493,462 votes withheld, with zero broker non-votes. He was elected to serve a three-year term and hold office until his successor is duly elected.

How did AmBase Corporation (ABCP) stockholders vote on executive compensation in 2026?

Stockholders approved AmBase’s named executive officer compensation on a non-binding advisory basis. The vote totaled 48,423,126 shares for, 1,989,983 against, 197,335 abstaining, and no broker non-votes, based on the compensation described in the 2026 Proxy Statement.

Which AmBase Corporation directors continued in office after the May 27, 2026 meeting?

After the 2026 annual meeting, the terms of directors Richard A. Bianco, Jr., Alessandra F. Bianco, and Scott M. Salant continued. Only the seat filled by Richard A. Bianco was subject to election for a new three-year term at this meeting.

What type of proposal was the AmBase executive compensation vote in 2026?

The 2026 AmBase executive compensation vote was a non-binding advisory proposal. Stockholders expressed approval or disapproval of the described compensation, but the vote does not itself change pay terms and serves as an advisory signal to the board of directors.

Filing Exhibits & Attachments

3 documents

Other Documents