Clipper Realty (CLPR) investors approve directors, auditor and say-on-pay at 2025 meeting

Rhea-AI Filing Summary

Clipper Realty Inc. reported the results of its 2025 Annual Meeting of Stockholders held on June 17, 2026. Stockholders elected all seven director nominees, including David Bistricer and Richard N. Burger, with each receiving over 28.8 million votes in favor plus broker non-votes.

Stockholders also ratified the appointment of PKF O’Connor Davies, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 35,636,092 votes for and limited opposition. In addition, they approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.

8-K Event Classification

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

1 item

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.

Key Figures

Auditor ratification votes for: 35,636,092 votes Auditor ratification votes against: 29,649 votes Say-on-pay votes for: 30,337,150 votes +5 more

8 metrics

Auditor ratification votes for 35,636,092 votes PKF O’Connor Davies, LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 29,649 votes PKF O’Connor Davies, LLP appointment

Say-on-pay votes for 30,337,150 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 539,500 votes Advisory approval of named executive officer compensation

Votes for David Bistricer 30,564,710 votes Director election, Proposal 1

Votes withheld from David Bistricer 335,866 votes Director election, Proposal 1

Votes for Richard N. Burger 30,577,166 votes Director election, Proposal 1

Broker non-votes on director elections 4,773,141 votes Each director nominee, Proposal 1

Key Terms

broker non-votes, independent registered public accounting firm, non-binding, advisory basis, named executive officers, +1 more

5 terms

broker non-votes financial

"Director Nominee | | For | | | Withheld | | | Broker Non-Votes"

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.

independent registered public accounting firm financial

"the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026"

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

"The approval (on non-binding, advisory basis) of the 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.

named executive officers financial

"the compensation of the Company's named executive officers"

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.

Annual Meeting of Stockholders financial

"held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”)"

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Understanding 8-K Material Events →

false 0001649096 0001649096 2026-06-17 2026-06-17

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 17, 2026

CLIPPER REALTY INC.

(Exact Name of Registrant as Specified in Charter)

Maryland		001-38010		47-4579660
(State or Other		(Commission		(IRS Employer
Jurisdiction of		File Number)		Identification No.)
Incorporation)

4611 12th Avenue, Suite 1L Brooklyn, New York		11219
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (718) 438-2804

Former name or former address, if changed since last report: N/A

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 Instructions A.2.):

	☐	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))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CLPR	New York Stock Exchange

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

On June 17, 2026, Clipper Realty Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”).  The stockholders of the Company approved all of the proposals presented at the Annual Meeting, which are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”).

The following are the voting results of the proposals submitted to the Company’s stockholders at the Annual Meeting:

Proposal 1: The election of the seven director nominees named in the Proxy Statement.

Director Nominee		For			Withheld			Broker Non-Votes
David Bistricer		30,564,710			335,866			4,773,141
Sam Levinson		30,480,102			420,474			4,773,141
Howard M. Lorber		28,827,387			2,073,189			4,773,141
Robert J. Ivanhoe		29,078,185			1,822,391			4,773,141
Roberto A. Verrone		30,481,941			418,635			4,773,141
Harmon S. Spolan		29,543,363			1,357,213			4,773,141
Richard N. Burger		30,577,166			323,410			4,773,141

Proposal 2: The ratification of the appointment of PKF O’Connor Davies, LLP, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

For			Against			Abstain
35,636,092			29,649			7,976

Proposal 3: The approval (on non-binding, advisory basis) of the compensation of the Company's named executive officers.

For			Against			Abstain
30,337,150			539,500			23,926

SIGNATURE

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.

	Clipper Realty Inc.
	(Registrant)
	By:	/s/ David Bistricer
	Name:	David Bistricer
	Title:	Co-Chairman and Chief Executive Officer

Date: June 18, 2026

FAQ

What did Clipper Realty Inc. (CLPR) stockholders approve at the 2025 Annual Meeting?

Stockholders approved all proposals, including electing seven directors, ratifying PKF O’Connor Davies, LLP as auditor, and approving executive compensation on a non-binding basis. Each director received strong support based on the reported vote totals.

How did Clipper Realty (CLPR) stockholders vote on director elections?

All seven director nominees were elected with substantial support. For example, David Bistricer received 30,564,710 votes for and 335,866 withheld, while Richard N. Burger received 30,577,166 for and 323,410 withheld, alongside 4,773,141 broker non-votes for each nominee.

Was the auditor ratification for Clipper Realty (CLPR) approved?

Yes. Stockholders ratified PKF O’Connor Davies, LLP as Clipper Realty’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 35,636,092 votes for, 29,649 against, and 7,976 abstentions, indicating broad support for continuing the existing audit relationship.

What were the results of Clipper Realty’s (CLPR) say-on-pay vote?

Stockholders approved the compensation of the named executive officers on a non-binding advisory basis. The vote totaled 30,337,150 for, 539,500 against, and 23,926 abstaining, showing a clear majority in favor of the current executive pay practices disclosed to investors.

When and where was Clipper Realty’s 2025 Annual Meeting held?

The 2025 Annual Meeting of Clipper Realty Inc. stockholders was held on June 17, 2026. The company’s principal executive offices are located at 4611 12th Avenue, Suite 1L, Brooklyn, New York 11219, which anchors its corporate and investor communications.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB