8-K
Sachem Capital Corp. (SACH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OFTHE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 1, 2024
SACHEM
CAPITAL CORP.
(Exact name of Registrant as specified in its charter)
| New<br> York | 001-37997 | 81-3467779 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> of incorporation) | (Commission<br><br> File Number) | (IRS<br> Employer <br><br> Identification No.) |
| 568 East<br> Main Street, Branford,<br> Connecticut | 06405 | |
| --- | --- | |
| (Address<br> of Principal Executive Office) | (Zip<br> Code) |
Registrant's
telephone number, including area code (203) 433-4736
| (Former<br> 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:
| ¨ | 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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Ticker<br> symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Shares, par value $.001 per share | SACH | NYSE American LLC |
| 6.875%<br> Notes due 2024 | SACC | NYSE American LLC |
| 7.75%<br> Notes due 2025 | SCCC | NYSE American LLC |
| 6.00%<br> Notes due 2026 | SCCD | NYSE American LLC |
| 6.00%<br> Notes due 2027 | SCCE | NYSE American LLC |
| 7.125%<br> Notes due 2027 | SCCF | NYSE American LLC |
| 8.00%<br> Notes due 2027 | SCCG | NYSE American LLC |
| 7.75%<br> Series A Cumulative Redeemable Preferred Stock, Liquidation Preference $25.00 per share | SACHPRA | NYSE<br> American LLC |
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 5.07. | Submission of Matters to Vote of Security Holders. |
|---|
On October 1, 2024, Sachem Capital Corp. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders:
| · | Elected five incumbent directors to serve until the Company’s<br>next annual meeting of shareholders or until their respective successors have been duly elected and qualified (“Election of<br>Directors”); |
|---|---|
| · | Approved, on an advisory basis, the appointment of Hoberman<br>& Lesser, LLP as the Company’s independent auditors for the 2024 fiscal year (“Advisory approval of Auditors”); |
| --- | --- |
| · | Approved the non-binding advisory resolution relating to executive<br>compensation (“Say-on-Pay”); and |
| --- | --- |
| · | Approved, on an advisory basis, the holding of an advisory vote<br>on executive compensation every “1 Year” (“Say-on-Frequency”). |
| --- | --- |
The specific votes were as follows:
| 1. | Election of Directors: | ||
|---|---|---|---|
| VOTES | |||
| --- | --- | --- | --- |
| For | WITHHELD | BROKER NON-VOTE | |
| John L. Villano | 13,923,290 | 1,144,533 | 15,624,964 |
| Leslie Bernhard | 13,812,369 | 1,255,454 | 15,624,964 |
| Arthur L. Goldberg | 13,721,929 | 1,345,894 | 15,624,964 |
| Brian A. Prinz | 13,210,115 | 1,857,708 | 15,624,964 |
| Jeffery C. Walraven | 13,797,123 | 1,270,700 | 15,624,964 |
| 2. | Advisory approval of Auditors: | ||
| --- | --- | ||
| VOTES | |||
| --- | --- | --- | |
| FOR | AGAINST | ABSTAIN | |
| 29,286,189 | 1,008,016 | 398,582 | |
| 3. | Say-on-Pay: | ||
| --- | --- | ||
| VOTES | |||
| --- | --- | --- | --- |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
| 12,015,785 | 2,490,753 | 561,280 | 15,624,969 |
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| 4. | Say-on-Frequency: | ||
|---|---|---|---|
| VOTES (1) | |||
| --- | --- | --- | --- |
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN |
| 7,617,950 | 1,070,150 | 5,540,885 | 838,826 |
| (1) | Broker Non-Vote: 15,624,976 | ||
| --- | --- |
In response to the voting results on the Say-on Frequency, the Company’s Board of Directors (the “Board”) determined at a meeting held on October 1, 2024, that the Company will hold a Say-on-Pay vote every year. The Company will continue to hold a Say-on-Pay vote every year until the Board decides to hold the next Say-on-Frequency vote, which shall be no later than the Company’s Annual Meeting of Shareholders in 2030.
* * * * *
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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.
| Sachem Capital Corp. | ||
|---|---|---|
| Dated: October 2, 2024 | By: | /s/ John L. Villano |
| John L. Villano, CPA | ||
| Chief Executive Officer |
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