false
0001095651
0001095651
2026-05-14
2026-05-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
May 14, 2026
(Exact name of registrant as specified in its
charter)
| Maryland |
|
001-15371 |
|
95-6881527 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer Identification Number) |
| 1114
Avenue of the Americas, |
|
| 39th
Floor |
|
| New
York, New
York |
10036 |
| (Address
of principal executive offices) |
(Zip
Code) |
Registrant’s telephone number, including
area code: (212) 930-9400
N/A
(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 (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 |
| Common
Stock |
|
SAFE |
|
NYSE |
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. |
The Board of Directors of Safehold Inc. (“SAFE”
or the “Company”) previously adopted, subject to shareholder approval, an amendment (the “Amendment”) to the
Safehold Inc. Amended and Restated 2009 Long-Term Incentive Plan (the “2009 LTIP”), which was approved by the Company’s
shareholders on May 14, 2026 at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Amendment increased
the aggregate number of shares of common stock available for issuance by 3,000,000, from 481,936 (which was the number remaining available
for grants under the 2009 LTIP on May 14, 2026) to 3,481,936 subject to adjustment as provided in the 2009 LTIP, with an equivalent
increase to the number of shares of common stock available for grant pursuant to incentive stock options.
The foregoing description of the Amendment is
qualified in its entirety by reference to the text of the 2009 LTIP, as amended, which is filed as Exhibit 10.1 hereto, and incorporated
herein by reference.
| Item 5.07 |
Submission of Matters
to a Vote of Security Holders. |
On May 14, 2026, the Company held its Annual
Meeting virtually, for the purpose of (i) electing five directors to hold office until the 2027 Annual Meeting of Stockholders,
(ii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2026, (iii) approving the Amendment to the 2009 LTIP, and (iv) approving,
on a non-binding, advisory basis, the compensation of the Company’s named executive officers (the “Say-on-Pay Vote”).
The final voting results for each of the proposals submitted to a vote of shareholders at the annual meeting are set forth below.
Proposal 1. Election of Directors: At the Annual
Meeting, five directors were elected for terms continuing until the 2027 Annual Meeting of Stockholders. For each nominee, the numbers
of votes cast for, votes withheld and broker non-votes were as follows:
| Name
of Nominees |
|
For |
|
Withheld |
|
Broker
Non-Votes |
|
| Jay
Sugarman |
|
56,481,188 |
|
994,189 |
|
4,547,881 |
|
| Robin
Josephs |
|
56,149,600 |
|
1,325,777 |
|
4,547,881 |
|
| Jay
S. Nydick |
|
53,186,084 |
|
4,289,293 |
|
4,547,881 |
|
| Barry
Ridings |
|
55,452,455 |
|
2,022,922 |
|
4,547,881 |
|
| Stefan
M. Selig |
|
54,679,981 |
|
2,795,396 |
|
4,547,881 |
|
Proposal 2. Ratification of
the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal
Year Ending December 31, 2026: At the Annual Meeting, the votes on a proposal to ratify the selection of Deloitte &
Touche LLP as SAFE’s independent registered public accounting firm for the fiscal year ending December 31, 2026 were as set
out below. The proposal was approved.
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
|
| 61,679,849 |
|
|
317,557 |
|
|
25,852 |
|
0 |
|
Proposal 3. Approval of the
Amendment to the Safehold Inc. Amended and Restated 2009 Long-Term Incentive Plan: At the Annual Meeting, the votes on a proposal
to approve an amendment to the Safehold Inc. Amended and Restated 2009 Long-Term Incentive Plan were as set out below. The proposal was
approved.
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
|
| 51,930,524 |
|
|
5,442,192 |
|
|
102,661 |
|
4,547,881 |
|
Proposal 4. Non-Binding, Advisory
Vote to Approve Executive Compensation (“Say-on-Pay”): At the Annual Meeting, the votes on a proposal to approve, on
a non-binding, advisory basis, the compensation of SAFE’s named executive officers were as set out below. The proposal was approved.
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
|
| 52,785,014 |
|
|
4,626,664 |
|
|
63,699 |
|
4,547,881 |
|
| Item 9.01 |
Financial
Statements and Exhibits. |
(d) Exhibits
| Exhibit 10.1 |
Amended
and Restated 2009 Long-Term Incentive Plan |
| Exhibit 104 |
Inline XBRL for
the cover page of this Current Report on Form 8-K. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
Safehold Inc. |
| |
|
| |
By: |
/s/
Brett Asnas |
| |
|
Name: |
Brett Asnas |
| |
|
Title: |
Chief Financial Officer |