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Sachem Capital shareholders reelect three directors

The reported tallies include 15,384,469 broker non-votes for each director nominee and the executive-compensation resolution.

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Form Type
8-K

Rhea-AI Filing Summary

At its October 22, 2026 annual meeting, Sachem Capital Corp. shareholders elected incumbent directors John L. Villano, Leslie Bernhard and Brian A. Prinz, who will serve until the next annual meeting and until their successors are elected and qualified. Votes for the nominees were 14,705,443, 15,980,335 and 15,456,357, respectively. Shareholders approved, on an advisory basis, Baker Tilly US, LLP’s appointment as independent auditors for the 2026 fiscal year, with 31,784,678 votes for, 653,975 against and 564,925 abstentions. They also approved the non-binding advisory resolution relating to executive compensation, with 12,961,333 votes for, 4,014,353 against, 643,423 abstentions and 15,384,469 broker non-votes.

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.
Votes for John L. Villano 14,705,443 votes 2026 annual meeting director election
Votes for Leslie Bernhard 15,980,335 votes 2026 annual meeting director election
Votes for Brian A. Prinz 15,456,357 votes 2026 annual meeting director election
Votes for auditor appointment 31,784,678 votes Advisory approval for fiscal 2026
Votes for say-on-pay 12,961,333 votes Non-binding advisory resolution
Votes against say-on-pay 4,014,353 votes Non-binding advisory resolution
Broker non-votes on say-on-pay 15,384,469 votes Non-binding advisory resolution
Say-on-Pay regulatory
"Say-on-Pay"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
broker non-vote regulatory
"BROKER NON-VOTE"
A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.
non-binding advisory resolution regulatory
"non-binding advisory resolution relating to executive compensation"
A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did SACH shareholders vote on say-on-pay?

Sachem Capital shareholders approved the non-binding advisory resolution relating to executive compensation, with 12,961,333 votes for, 4,014,353 against, 643,423 abstentions and 15,384,469 broker non-votes.

Which directors did SACH shareholders elect in 2026?

Shareholders elected incumbent directors John L. Villano, Leslie Bernhard and Brian A. Prinz. They will serve until the next annual meeting and until their successors are elected and qualified.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): October 22, 2026
SACHEM CAPITAL CORP.
(Exact name of Registrant as specified in its charter)
New York001-3799781-3467779
(State or other jurisdiction of
 incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)
568 East Main Street, Branford, Connecticut
06405
(Address of Principal Executive Office)(Zip Code)
Registrant's telephone number, including area code (203) 433-4736
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTicker symbol(s)Name of each exchange on which registered
Common Shares, par value $.001 per shareSACHNYSE American LLC
6.00% notes due 2026SCCDNYSE American LLC
6.00% notes due 2027SCCENYSE American LLC
7.125% notes due 2027SCCFNYSE American LLC
8.00% notes due 2027SCCGNYSE American LLC
7.75% Series A Cumulative Redeemable Preferred Stock, Liquidation Preference $25.00 per shareSACHPRANYSE American LLC
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 o
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. o



Item 5.07.    Submission of Matters to Vote of Security Holders.
    On October 22, 2026, Sachem Capital Corp. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders:
•Elected three incumbent directors to serve until the Company’s next annual meeting of shareholders and until their respective successors have been duly elected and qualified (“Election of Directors”);
•Approved, on an advisory basis, the appointment of Baker Tilly US, LLP as the Company’s independent     auditors for the 2026 fiscal year (“Advisory approval of Auditors”); and
•Approved the non-binding advisory resolution relating to executive compensation (“Say-on-Pay”).
    The specific votes were as follows:
1.    Election of Directors:
VOTES
FORWITHHELDBROKER NON-VOTE
John L. Villano14,705,4432,913,66615,384,469
Leslie Bernhard15,980,3351,638,77415,384,469
Brian A. Prinz15,456,3572,162,75215,384,469
    
2.    Advisory approval of Auditors:
VOTES
FORAGAINSTABSTAIN
31,784,678653,975564,925
3.    Say-on-Pay:
VOTES
FORAGAINSTABSTAINBROKER NON-VOTES
12,961,3334,014,353643,42315,384,469



2


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.
Sachem Capital Corp.
Dated: October 23, 2026By:/s/ John L. Villano
John L. Villano, CPA
President and Chief Executive Officer
3

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