Real estate veteran David Hirsh joins Comstock (NASDAQ: CHCI) board
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Comstock Holding Companies, Inc. appointed David Z. Hirsh as a Class II independent director and Audit Committee member, effective immediately, expanding the Board to six members. His initial term runs until the 2027 Annual Meeting of Stockholders.
The company also reported results of its 2026 Annual Meeting, where shareholders elected two directors for terms ending at the 2029 Annual Meeting, ratified Grant Thornton LLP as independent auditor for 2026, and approved 2025 executive compensation on a non-binding advisory basis.
Positive
- None.
Negative
- None.
8-K Event Classification
4 items: 5.02, 5.07, 7.01, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Board size: 6 directors
Class A shares present: 8,554,980 shares
Class B shares present: 220,250 shares
+5 more
8 metrics
Board size
6 directors
Size after June 17, 2026 Annual Meeting
Class A shares present
8,554,980 shares
Present or represented at 2026 Annual Meeting
Class B shares present
220,250 shares
Present or represented at 2026 Annual Meeting
Voting power represented
88.01%
Combined voting power at 2026 Annual Meeting
Votes for Guernsey
9,964,381 votes
Director election Proposal 1
Votes for MacCutcheon
9,964,381 votes
Director election Proposal 1
Votes for auditor
11,843,978 votes
Ratification of Grant Thornton LLP for 2026
Votes for say-on-pay
10,432,884 votes
Advisory approval of 2025 executive compensation
Key Terms
Class B common stock, broker non-vote, independent registered public accounting firm, non-binding, advisory basis, +2 more
6 terms
Class B common stock financial
"holders of the Company's Class B common stock were entitled to fifteen votes for each share"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
broker non-vote financial
"For | Withheld | Broker Non-Vote David M. Guernsey | 9,964,381 | 516,022 | 1,378,327"
independent registered public accounting firm financial
"ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding, advisory basis financial
"approved, on a non-binding, advisory basis, the 2025 compensation of the Company’s named executive officers"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
Regulation FD regulatory
"Item 7.01 Regulation FD Disclosure A copy of the press release"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
independent director financial
"appointed David Z. Hirsh to serve as a Class II independent director and a member of its Audit Committee"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
FAQ
What director changes did Comstock Holding Companies (CHCI) announce?
Comstock appointed David Z. Hirsh as a Class II independent director and Audit Committee member, effective immediately. His initial term runs through the 2027 Annual Meeting, expanding the Board to six members following the 2026 Annual Meeting of Stockholders.
What were the 2026 director election results for Comstock (CHCI)?
Stockholders elected David M. Guernsey and James A. MacCutcheon to three-year terms ending at the 2029 Annual Meeting. Each received 9,964,381 votes for, 516,022 votes withheld, and 1,378,327 broker non-votes, confirming strong support for their continued Board service.
Did Comstock (CHCI) stockholders ratify the independent auditor for 2026?
Yes. Stockholders ratified Grant Thornton LLP as Comstock’s independent registered public accounting firm for the year ending December 31, 2026, with 11,843,978 votes for, 14,651 against, 101 abstentions, and no broker non-votes reported on this proposal.
What voting power was represented at Comstock’s 2026 Annual Meeting?
The meeting included 8,554,980 Class A and 220,250 Class B shares present or represented by proxy. This represented 88.01% of the combined voting power of common shares entitled to vote as a single class, establishing a valid quorum for business.
What roles does David Z. Hirsh currently hold outside Comstock (CHCI)?
David Z. Hirsh serves as independent director and Audit Committee Chair of Seaport Entertainment Group Inc. and holds advisory and academic positions, including Independent Advisor to Town House Partners and Adjunct Professor and Advisory Board Vice Chair at New York University’s Schack Institute of Real Estate.
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 17, 2026
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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:
| 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 | ||||||||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
(d) Election of Director
On June 17, 2026, the Board of Directors (the "Board") of Comstock Holding Companies, Inc. (the “Company”) appointed David Z. Hirsh to serve as a Class II independent director and a member of its Audit Committee, effective immediately. In connection with the appointment, the size of the Board was increased to six members following the conclusion of the Company's 2026 Annual Meeting of Stockholders held on June 17, 2026. Mr. Hirsh's initial term will expire at the Company’s 2027 Annual Meeting of Stockholders.
Mr. Hirsh is a seasoned real estate investor with more than 30 years of experience across all major real estate product types in most major U.S. markets. He is a former Managing Director at Blackstone Inc., where he spent approximately 16 years in the firm's Real Estate Asset Management Group until his retirement in January 2018. During his tenure at Blackstone, his responsibilities included the day-to-day oversight and strategic management of Equity Office Properties, IndCor Industrial Properties, and the LXR Hotels and Resorts portfolio, as well as several investments in the retail and senior housing sectors. Prior to joining Blackstone, Mr. Hirsh spent approximately 15 years at Citigroup Inc., including six years in real estate asset management, where he led the hotel group, and five years in corporate finance specializing in corporate real estate and project lending.
Mr. Hirsh currently serves as an independent director and Chair of the Audit Committee of Seaport Entertainment Group Inc. (NYSE: SEG) and previously served on the board of directors for SILVERspac Inc. (Nasdaq: SLVR) from 2021 to 2023. He is currently an Independent Advisor to Town House Partners, a global real estate industry consulting provider, and from 2022 to 2024 served as Vice Chairman of Sterling Investors, a real estate investment firm that he joined in 2020 as a Strategic Advisor. Mr. Hirsh is also an Adjunct Professor and Vice Chair of the Advisory Board at the New York University Schack Institute of Real Estate.
Mr. Hirsh earned a B.B.A. in Public Accounting from Pace University and an M.S. in Real Estate Development and Investment from New York University.
Mr. Hirsh will be compensated on a pro-rated basis for his service on the Board in accordance with the Company’s compensation program for non-employee directors, as set forth in the Company’s definitive Proxy Statement filed on April 30, 2026.
There is no other arrangement or understanding between Mr. Hirsh and any other person pursuant to which he was selected as a director of the Company. The Company has not engaged in any transaction in which Mr. Hirsh had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 17, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement that was filed with the Securities and Exchange Commission on April 30, 2026.
Holders of the Company's Class A common stock were entitled to one vote for each share held as of the close of business on April 20, 2026 (the "Record Date"), and holders of the Company's Class B common stock were entitled to fifteen votes for each share held as of the Record Date.
There were 8,554,980 shares of Class A common stock and 220,250 shares of Class B common stock present or represented by proxy at the Annual Meeting, which represented 88.01% of the combined voting power of the common stock shares entitled to vote (voting together as a single class) and constituted a quorum for the transaction of business.
The final voting results from the Annual Meeting were as follows:
Proposal 1
The Company's stockholders elected David M. Guernsey and James A. MacCutcheon to each serve for a three-year term on the Company's Board of Directors ending at the 2029 Annual Meeting of Stockholders, or until their successors are duly elected and qualified, or until their earlier resignation or removal.
| For | Withheld | Broker Non-Vote | |||||||||||||||
David M. Guernsey | 9,964,381 | 516,022 | 1,378,327 | ||||||||||||||
James A. MacCutcheon | 9,964,381 | 516,022 | 1,378,327 | ||||||||||||||
Proposal 2
The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 11,843,978 | 14,651 | 101 | — | |||||||||||||||||
Proposal 3
The Company’s stockholders approved, on a non-binding, advisory basis, the 2025 compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 10,432,884 | 11,142 | 36,377 | 1,378,327 | |||||||||||||||||
Item 7.01 Regulation FD Disclosure
A copy of the press release announcing the appointment of Mr. Hirsh is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information, including Exhibit 99.1, in Item 7.01 of this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | Comstock Holding Companies, Inc. press release, dated June 18, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
COMSTOCK HOLDING COMPANIES, INC. | |||||||||||
| Date: June 18, 2026 | By: | /s/ CHRISTOPHER CLEMENTE | |||||||||
Christopher Clemente Chairman and Chief Executive Officer | |||||||||||
Comstock Appoints former Blackstone and Citigroup Leader David Hirsh to Board of Directors RESTON, Va. — June 18, 2026 — Comstock Holding Companies, Inc. (Nasdaq: CHCI) ("Comstock" or the "Company"), a leading asset manager, developer, and operator of mixed-use, transit-oriented properties and large-scale infrastructure developments in the Washington, D.C. region, announced today that David Z. Hirsh has been appointed to its Board of Directors and will serve an initial term that expires at the Company's 2027 Annual Meeting of Stockholders. Mr. Hirsh is a seasoned real estate investor with more than 30 years of experience across all major real estate product types in most major U.S. markets. He is a former Managing Director at Blackstone Inc., where he spent approximately 16 years in the firm's Real Estate Asset Management Group until his retirement in January 2018. During his tenure at Blackstone, his responsibilities included the day-to-day oversight and strategic management of Equity Office Properties, IndCor Industrial Properties, and the LXR Hotels and Resorts portfolio, as well as several investments in the retail and senior housing sectors. Prior to joining Blackstone, Mr. Hirsh spent approximately 15 years at Citigroup Inc., including six years in real estate asset management, where he led the hotel group, and five years in corporate finance specializing in corporate real estate and project lending. Mr. Hirsh currently serves as an independent director and Chair of the Audit Committee of Seaport Entertainment Group Inc. (NYSE: SEG) and previously served on the board of directors for SILVERspac Inc. (Nasdaq: SLVR) from 2021 to 2023. He is currently an Independent Advisor to Town House Partners, a global real estate industry consulting provider, and from 2022 to 2024 served as Vice Chairman of Sterling Investors, a real estate investment firm that he joined in 2020 as a Strategic Advisor. Mr. Hirsh is also an Adjunct Professor and Vice Chair of the Advisory Board at the New York University Schack Institute of Real Estate. "We are thrilled to welcome David, an accomplished real estate leader with deep institutional investment experience to our Board," commented Christopher Clemente, Chairman and Chief Executive Officer of Comstock. "His extensive background in commercial real estate and capital markets will be an invaluable asset to our leadership team." Mr. Hirsh has been involved in several philanthropic efforts over his distinguished career, including leadership roles at non-profit organizations like the THANC Foundation and CaringKind, as well as trustee positions at Pace University and the Madison Square Park Conservancy. He earned a B.B.A. in Public Accounting from Pace University and an M.S. in Real Estate Development and Investment from New York University. "Having spent my career in institutional real estate, I have sincere appreciation for what Comstock has built and accomplished," added Mr. Hirsh. "I'm excited to join the Board and work with their dynamic leadership team to help guide the Company's continued growth." About Comstock Founded in 1985, Comstock is a leading asset manager, developer, and operator of mixed-use, transit- oriented properties and large-scale infrastructure developments in the Washington, D.C. region. With a managed portfolio comprising approximately 10 million square feet at full build-out and including Exhibit 99.1
stabilized and development assets strategically located at key Metro stations, Comstock is at the forefront of the urban transformation taking place in the fastest-growing segments of one of the nation’s best real estate markets. Comstock’s developments include some of the largest and most prominent mixed-use and transit-oriented projects in the Mid-Atlantic region, as well as multiple large- scale public-private partnership developments. For more information, please visit Comstock.com. CONTACTS: investorrelations@comstock.com publicrelations@comstock.com