Safehold (NYSE: SAFE) shareholders back equity plan, board slate and pay

Rhea-AI Filing Summary

Safehold Inc. reported results from its 2026 Annual Meeting and an update to its equity plan. Shareholders approved an amendment to the 2009 Long-Term Incentive Plan, increasing the common stock share pool available for equity awards by 3,000,000 shares, from 481,936 to 3,481,936.

Shareholders elected five directors to serve until the 2027 annual meeting and ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026. Investors also approved the incentive plan amendment and supported, on an advisory basis, the compensation of the company’s named executive officers.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

LTIP share increase: 3,000,000 shares Prior LTIP pool: 481,936 shares New LTIP pool: 3,481,936 shares +3 more

6 metrics

LTIP share increase 3,000,000 shares Additional shares added to 2009 Long-Term Incentive Plan

Prior LTIP pool 481,936 shares Shares remaining available under 2009 LTIP before amendment

New LTIP pool 3,481,936 shares Total shares available under 2009 LTIP after amendment

Auditor ratification – For votes 61,679,849 Votes supporting Deloitte & Touche LLP for 2026 audit

LTIP amendment – For votes 51,930,524 Votes supporting amendment to 2009 LTIP

Say-on-Pay – For votes 52,785,014 Votes supporting advisory executive compensation resolution

Key Terms

Long-Term Incentive Plan, incentive stock options, broker non-votes, independent registered public accounting firm, +1 more

5 terms

Long-Term Incentive Plan financial

"an amendment to the Safehold Inc. Amended and Restated 2009 Long-Term Incentive Plan"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

incentive stock options financial

"with an equivalent increase to the number of shares of common stock available for grant pursuant to incentive stock options"

Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.

broker non-votes financial

"For each nominee, the numbers of votes cast for, votes withheld and broker non-votes were as follows"

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

"ratifying the appointment of Deloitte & Touche 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.

Say-on-Pay Vote financial

"approving, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (the “Say-on-Pay Vote”)"

Understanding 8-K Material Events →

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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): May 14, 2026

Safehold Inc.

(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

Date: May 15, 2026

FAQ

What corporate actions did Safehold (SAFE) shareholders approve at the 2026 Annual Meeting?

Shareholders approved all four proposals, including electing five directors, ratifying Deloitte & Touche LLP as auditor, amending the 2009 Long-Term Incentive Plan, and endorsing executive pay. These approvals confirm support for the board’s nominees, compensation policies, and external auditor selection.

How many additional shares did Safehold (SAFE) add to its 2009 Long-Term Incentive Plan?

The amendment increased the share pool for the 2009 Long-Term Incentive Plan by 3,000,000 shares, from 481,936 to 3,481,936. This larger pool supports future stock-based awards, including incentive stock options, for employees and other eligible participants under the plan.

How did Safehold (SAFE) shareholders vote on executive compensation (Say-on-Pay)?

Shareholders approved the non-binding Say-on-Pay proposal with 52,785,014 votes for, 4,626,664 against, and 63,699 abstentions, plus 4,547,881 broker non-votes. This advisory support indicates general shareholder backing for the company’s named executive officer compensation program.

What were the vote results for Safehold’s (SAFE) auditor ratification in 2026?

The proposal to ratify Deloitte & Touche LLP as independent registered public accounting firm received 61,679,849 votes for, 317,557 against, and 25,852 abstentions, with no broker non-votes. This strong support confirms shareholder approval of Deloitte & Touche LLP for the 2026 fiscal year audit.

Which directors were elected to Safehold’s (SAFE) board at the 2026 Annual Meeting?

Shareholders elected Jay Sugarman, Robin Josephs, Jay S. Nydick, Barry Ridings, and Stefan M. Selig as directors. Each will serve until the 2027 Annual Meeting of Stockholders, based on majority support shown in the director election vote tallies disclosed.

What were the voting results on amending Safehold’s (SAFE) 2009 Long-Term Incentive Plan?

The amendment to the 2009 Long-Term Incentive Plan received 51,930,524 votes for, 5,442,192 against, and 102,661 abstentions, with 4,547,881 broker non-votes. This approval expands the number of shares available for equity awards and incentive stock options under the plan.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 227.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB