8-K
American Strategic Investment Co. (NYC)
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 31, 2022
New YorkCity REIT, Inc. ****
(Exact Name of Registrant as Specified in Charter)
| Maryland | 001-39448 | 46-4380248 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 650 Fifth Avenue, 30th Floor<br><br> <br>New York, New York 10019 | ||
| (Address, including zip code, of Principal Executive Offices) | ||
| Registrant’s telephone number, including area code: (212) 415-6500 |
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:
| ¨ | 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 |
|---|---|---|
| Class A common stock, $0.01 par value per share | NYC | New York Stock Exchange |
| Class A Preferred Stock Purchase Rights | true | New York Stock Exchange |
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. ¨
Common Stock [Member]
| Item 7.01. | Regulation FD Disclosure. |
|---|
On May 31, 2022, New York City REIT, Inc. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1. The information set forth in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release dated May 31, 2022 |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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.
| New York City REIT, Inc. | ||
|---|---|---|
| Date: May 31, 2022 | By: | /s/ Edward M. Weil, Jr. |
| Edward M. Weil, Jr. | ||
| Chief Executive Officer, President, and Secretary |
Exhibit 99.1
NEW YORK CITY REIT ANNOUNCES RE-ELECTION OFELIZABETH TUPPENY TO BOARD OF DIRECTORS
Reports Other Annual Meeting Voting Results
NEWYORK – May 31, 2022 – New York City REIT, Inc. (NYSE: NYC) (“NYC” or the “Company”) announced today that, based on a preliminary vote count by its proxy solicitor, Elizabeth Tuppeny has been decisively re-elected to the Company’s Board of Directors.
Michael Weil, Chairman and CEO of NYC, said, “We are very pleased that our shareholders have re-elected Elizabeth Tuppeny to the Board. Elizabeth has been an outstanding director, and her substantial experience and expertise will continue to help NYC drive value for shareholders.”
At the Company’s Annual Meeting of Stockholders held on May 31, 2022, NYC’s shareholders also:
| · | Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal<br>year 2022; |
|---|---|
| · | Did not approve a proposal regarding an advisory vote on the Company’s executive compensation; and |
| --- | --- |
| · | Approved a period of one year for a proposal regarding the frequency of the advisory vote on executive compensation. |
| --- | --- |
The preliminary vote count is subject to certification by the Independent Inspector of Elections. Additional information regarding the results of the 2022 Annual Meeting of Stockholders will be available in a Form 8-K current report filed with the Securities and Exchange Commission.
About New York City REIT, Inc.
New York City REIT, Inc. is a publicly traded REIT that owns a portfolio of high-quality commercial real estate located within the five boroughs of New York City. Additional information about NYC can be found on its website at www.newyorkcityreit.com.
Media Contacts
Jonathan Gasthalter/Mark Semer
Gasthalter & Co.
(212) 257-4170