8-K
PORTSMOUTH SQUARE INC (PRSI)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuantto Section 13 OR 15(d) of The Securities Exchange Act Of 1934
Date of Report (Date of earliest event reported): February 26, 2020
PORTSMOUTHSQUARE, INC.
(Exact name of registrant as specified in its charter)
| California | 0-4057 | 94-1674111 |
|---|---|---|
| (State<br> or other jurisdiction | (Commission | (IRS<br> Employer |
| of<br> incorporation) | File<br> Number) | Identification<br> No.) |
| 12121<br> Wilshire Blvd, Suite 610, Los Angeles, CA | 90025 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (310) 889-2500
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| [ ] | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securitiesregistered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| None. |
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 [ ]
Item5.07. Submission of Matters to a Vote of Security Holders.
The Fiscal 2019 Annual Meeting of the Shareholders of Portsmouth Square, Inc. (the “Company”) was held on February 26, 2020 at the Hilton San Francisco Financial District, 750 Kearny Street, San Francisco, California. At that meeting, all of management’s nominees: John V. Winfield, Jerold R. Babin, John C. Love, William J. Nance and Steve Grunwald were elected as Directors of the Company to serve until the next Annual Meeting. At the Annual Meeting, the shareholders also voted in favor of the ratification of the Audit Committee’s selection of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020 and approved, in a non-binding vote, the compensation of our named executive officers.
The final tabulation of the votes follows:
Proposal (1) – Election of Directors:
| Nominee | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| John<br> V. Winfield | 657,034 | 7,742 | 428 | 24,554 |
| Jerold<br> R. Babin | 663,973 | 900 | 331 | 24,554 |
| John<br> C. Love | 657,131 | 7,742 | 331 | 24,554 |
| William<br> J. Nance | 657,131 | 7,742 | 331 | 24,554 |
| Steve<br> Grunwald | 657,131 | 7,742 | 331 | 24,554 |
Proposal (2) – Ratification of the Appointment of Moss Adams LLP as The Company’s Independent Registered Public Accounting Firm for the fiscal year ending June 30, 2020:
| Votes For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 689,643 | - | 115 | - |
Proposal (3) – Approval of the compensation of executive officers, on a nonbinding advisory basis.
| Votes For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 615,129 | 1,315 | 48,760 | 24,554 |
Item8.01. Other Matters
On February 26, 2020, the Company’s Board of Directors eliminated the Securities Investment Committee and elected the following directors to the following Board committees:
| Compensation Committee | Audit Committee |
|---|---|
| William<br> J. Nance, Chair | William<br> J. Nance, Chair |
| Steve<br> Grunwald | John<br> C. Love |
| John<br> C. Love | Jerold<br> R. Babin |
| Nominating Committee | Executive Strategic Real Estate and Securities Investment Committee |
| Steve<br> Grunwald, Chair | John<br> V. Winfield, Chair |
| John<br> C. Love | Steve<br> Grunwald |
| David<br> Gonzalez, Advisor |
| -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.
| PORTSMOUTH SQUARE, INC. | ||
|---|---|---|
| Dated:<br> March 2, 2020 | By: | /s/ Danfeng Xu |
| Treasurer<br> and Controller |
| -3- |
| --- |