Star Holdings shareholders approve 2026 trustee slate

Star Holdings reported the results of its 2026 Annual Meeting of Shareholders, which was held virtually.

Accepted by SEC EDGAR 05/22/2026 - 04:01 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Star Holdings reported the results of its 2026 Annual Meeting of Shareholders, which was held virtually. Shareholders elected three trustees — Clifford De Souza, Richard Lieb, and Nina Matis — to serve until the 2027 annual meeting. Each nominee received more votes “for” than “withheld,” with several million broker non-votes recorded.

Shareholders also approved the ratification of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with over 8.4 million votes in favor and minimal opposition or abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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, or exhibit attachments filed with this report.

Key Figures

Auditor ratification for votes: 8,403,220 votes Auditor ratification against votes: 5,711 votes Auditor ratification abstentions: 4,495 votes +4 more

7 metrics

Auditor ratification for votes 8,403,220 votes For ratification of Deloitte & Touche LLP for 2026

Auditor ratification against votes 5,711 votes Against ratification of Deloitte & Touche LLP for 2026

Auditor ratification abstentions 4,495 votes Abstentions on Deloitte & Touche LLP ratification

Votes for Clifford De Souza 4,214,514 votes Trustee election at 2026 annual meeting

Votes for Richard Lieb 3,964,651 votes Trustee election at 2026 annual meeting

Votes for Nina Matis 4,213,154 votes Trustee election at 2026 annual meeting

Broker non-votes for trustee items 3,376,031 votes Broker non-votes on each trustee nominee

Key Terms

Emerging growth company, Broker Non-Votes, Independent registered public accounting firm, Annual Meeting of Shareholders

4 terms

Emerging growth company regulatory

"Emerging growth company x x On May 21, 2026, Star Holdings"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Broker Non-Votes financial

"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

"ratify 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.

Annual Meeting of Shareholders financial

"held its 2026 Annual Meeting of Shareholders virtually for the purpose of"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

FAQ

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

What did Star Holdings (STHO) shareholders vote on at the 2026 annual meeting?

Shareholders voted to elect three trustees and to ratify Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, at Star Holdings’ 2026 virtual annual meeting.

Were Star Holdings (STHO) trustee nominees elected at the 2026 annual meeting?

Yes. Clifford De Souza, Richard Lieb, and Nina Matis were each elected as trustees, receiving more votes “for” than “withheld,” and will serve until the 2027 annual meeting of Star Holdings shareholders.

How many votes supported Deloitte & Touche LLP for Star Holdings (STHO)?

The ratification of Deloitte & Touche LLP received 8,403,220 votes “for,” with 5,711 votes “against” and 4,495 abstentions, confirming Deloitte & Touche LLP as Star Holdings’ independent registered public accounting firm for 2026.

What were the vote totals for Star Holdings (STHO) trustee Clifford De Souza?

Clifford De Souza received 4,214,514 votes “for,” 822,881 votes “withheld,” and 3,376,031 broker non-votes in the trustee election at Star Holdings’ 2026 Annual Meeting of Shareholders.

How did Star Holdings (STHO) shareholders vote on trustee nominee Nina Matis?

Nina Matis received 4,213,154 votes “for,” 824,241 votes “withheld,” and 3,376,031 broker non-votes in the trustee election at Star Holdings’ 2026 annual shareholder meeting, resulting in her election through a favorable vote margin.

What were the voting results for Star Holdings (STHO) trustee nominee Richard Lieb?

Richard Lieb received 3,964,651 votes “for,” 1,072,744 votes “withheld,” and 3,376,031 broker non-votes, and was elected as a trustee of Star Holdings to serve until the 2027 annual meeting.

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): May 21, 2026

Star Holdings

(Exact name of registrant as specified in its charter)

Maryland		001-41572		37-6762818
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. 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 shares of beneficial interest, $0.001 par value

STHO

Nasdaq Global Market

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 x

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. x

Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 21, 2026, Star Holdings (the "Company") held its 2026 Annual Meeting of Shareholders virtually for the purpose of (i) electing three trustees to hold office until the 2027 annual meeting of shareholders and (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. 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 Trustees: At the annual meeting, three trustees were elected for terms continuing until the 2027 annual meeting of shareholders. 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
Clifford De Souza		4,214,514		822,881		3,376,031
Richard Lieb		3,964,651		1,072,744		3,376,031
Nina Matis		4,213,154		824,241		3,376,031

Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm: At the annual meeting, the votes on a proposal to ratify the selection of Deloitte & Touche LLP as the Company'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
8,403,220				5,711				4,495

Item 9.01

Financial Statements and Exhibits

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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 22, 2026

	Star Holdings

	By:	/s/ Brett Asnas
		Name: Brett Asnas
		Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents