[8-K] Clipper Realty Inc. Reports Material Event

Rhea-AI Filing Summary

On June 18, 2025, Clipper Realty Inc. (NYSE: CLPR) convened its 2024 Annual Meeting of Stockholders. All management-supported items described in the April 30, 2025 proxy statement were approved.

• Board elections: All seven nominees—led by CEO David Bistricer—were re-elected. Each received roughly 31-33 million “For” votes versus 0.2-2.5 million “Withheld”; 5.24 million broker non-votes were recorded.
• Auditor ratification: PKF O’Connor Davies, LLP was re-appointed with 38.84 million “For,” only 50,405 “Against,” and 10,248 abstentions.
• 2025 Omnibus Incentive Plan: Passed with 30.65 million “For” and 3.00 million “Against.”
• 2025 Non-Employee Director Plan: Passed with 30.98 million “For” and 2.68 million “Against.”

The filing is primarily a corporate-governance update; it does not contain operational or financial performance data. Approval of the incentive and director plans ensures continued equity-based compensation flexibility, while uncontested board and auditor votes signal broad shareholder support and governance continuity.

Positive

• All seven directors re-elected, indicating broad shareholder confidence in current leadership.
• Auditor PKF O’Connor Davies reaffirmed with 99.9% of votes cast, supporting reporting continuity.
• 2025 Omnibus Incentive and Non-Employee Director Plans approved, securing tools to attract and retain talent.

Negative

• Approximately 3 million votes against the Omnibus Incentive Plan (≈9% of votes cast) signal some shareholder concern over potential dilution.
• Similar 2.7 million votes against the Director Plan indicate moderate pushback on board compensation.

Insights

Corporate Governance Expert

TL;DR: Routine AGM; all proposals passed, confirming stable governance with modest dissent on compensation plans.

Shareholder backing for every ballot item underscores confidence in Clipper Realty’s leadership. Director re-elections show limited opposition (≤7% withheld). Auditor ratification was near-unanimous, mitigating audit-related risk. The Omnibus and Director equity plans passed but drew about 9% ‘Against’ votes, a typical level that nevertheless suggests watchful sentiment on dilution and pay. Overall, no material governance red flags arise, and board continuity supports strategic consistency.

Portfolio Manager

TL;DR: Neutral event; governance intact, no immediate valuation catalyst.

Because the 8-K lacks financial or strategic disclosures, market impact should be minimal. Approval of incentive plans preserves future equity compensation capacity, but share count effects will depend on grants yet to be made. Strong auditor support reduces headline risk. With no changes to capital allocation or guidance, the filing neither enhances nor detracts from the investment thesis, thus representing a neutral governance milestone.

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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 18, 2025

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 18, 2025, Clipper Realty Inc. (the “Company”) held its 2024 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, 2025 (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		33,301,166			366,799			5,236,221
Sam Levinson		32,964,418			703,547			5,236,221
Howard M. Lorber		31,184,400			2,483,565			5,236,221
Robert J. Ivanhoe		31,173,708			2,494,257			5,236,221
Roberto A. Verrone		32,966,944			701,021			5,236,221
Harmon S. Spolan		32,097,912			1,570,053			5,236,221
Richard N. Burger		33,441,269			226,696			5,236,221

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, 2025.

For			Against			Abstain
38,843,533			50,405			10,248

Proposal 3: The approval of the Company's 2025 Omnibus Incentive Plan.

For			Against			Abstain
30,651,964			3,003,138			12,863

Proposal 4: The approval of the Company's 2025 Non-Employee Director Plan.

For			Against			Abstain
30,978,764			2,676,453			12,748

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 20, 2025

FAQ

What was decided at Clipper Realty's 2024 Annual Meeting?

All proposals passed: re-election of seven directors, auditor ratification, and approval of the 2025 Omnibus Incentive and Director Plans.

How did shareholders vote on Clipper Realty's board nominees?

Each nominee received 31-33 million votes “For” versus 0.23-2.48 million "Withheld," ensuring re-election.

Was Clipper Realty's auditor re-appointed?

Yes. PKF O’Connor Davies, LLP was ratified with 38.84 million “For” and only 50,405 "Against" votes.

Did the 2025 Omnibus Incentive Plan pass?

Yes. It received 30.65 million “For” and 3.00 million "Against" votes, plus 12,863 abstentions.

How much opposition was there to the 2025 Non-Employee Director Plan?

The plan passed with 30.98 million “For” and 2.68 million "Against" votes.