Safehold Inc 8-K, filed Mar 9, 2023
Safehold Inc. (SAFE)
About this 8-K
Safehold Inc filed this 8-K on March 9, 2023.
Items reported
- Item 5.07: Shareholder vote results
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On March 9, 2023, iStar Inc., a Maryland corporation (“STAR”), held a special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive joint proxy statement/prospectus, dated January 30, 2023, which was first mailed to STAR stockholders on or about February 6, 2023.
As of the close of business on January 27, 2023, the record date for the Special Meeting, there were 86,831,977 shares of common stock, par value $0.001 per share, of STAR (the “STAR Common Stock”) and 4,000,000 shares of Series D preferred stock, par value $0.001 per share, of STAR (the “STAR Series D Preferred Stock”) outstanding and entitled to vote at the Special Meeting. Stockholders entitled to cast 81.96% of all the votes entitled to be cast at the Special Meeting were present in person or represented by proxy at the Special Meeting. A summary of the voting results for the following proposals, each of which is described in detail in the definitive joint proxy statement/prospectus, is set forth below:
| 1. | Proposal to approve the merger of Safehold Inc., a Maryland corporation (“SAFE”), with and into STAR, with STAR continuing as the surviving corporation and operating under the name “Safehold Inc.” (“New SAFE”), as contemplated by the merger agreement entered into by and between STAR and SAFE on August 10, 2022 (the “STAR merger proposal”). The results of the vote were as follows: |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 71,509,658 | 361,183 | 113,464 | — |
| 2. | Proposal to approve the issuance of shares of common stock, par value $0.01 per share, of New SAFE in connection with the merger (the “STAR stock issuance proposal”). The results of the vote were as follows: |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 71,490,393 | 384,777 | 109,135 | — |
| 3. | Proposal to approve, on a non-binding advisory basis, certain compensation that STAR's named executive officers may receive in connection with the merger (the “STAR non-binding advisory compensation proposal”). The results of the vote were as follows: |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 45,879,526 | 25,962,160 | 142,619 | — |
| 4. | Proposal to approve the adjournment of the Special Meeting from time to time, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting, or any adjournment or postponement thereof, to approve each of the STAR merger proposal and the STAR stock issuance proposal (the “STAR adjournment proposal”). The results of the vote were as follows: |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 66,660,077 | 5,192,673 | 131,555 | — |
Adjournment of the Special Meeting was not necessary because there were sufficient votes at the time of the Special Meeting to adopt the STAR merger proposal and the STAR stock issuance proposal. No other business properly came before the Special Meeting.
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: March 9, 2023
| iStar Inc. |
| By: | /s/ Brett Asnas | |
| Name: | Brett Asnas | |
| Title: | Chief Financial Officer |