TPTS 8-K
Terra Property Trust, Inc. (TPTS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 18, 2026, Terra Property Trust, Inc., a Maryland corporation (the “Company”), held its annual meeting of stockholders, solely by means of a virtual meeting conducted live over the internet, to vote on the Company’s proposals identified in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 29, 2026. Stockholders representing 13,095,682.771, or 53.80%, of the 24,340,114 outstanding shares of Class B common stock, par value $0.01 per share, were present in person or by proxy, constituting a quorum under applicable law. A summary of voting results with respect to each proposal is set forth below.
Proposal 1. The Company’s stockholders elected all five director nominees to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualify. The votes with respect to the election of each of the five directors were as follows:
| Director | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Vikram S. Uppal | 11,313,359.485 | 1,782,323.286 | 0 | |||||||||
| Roger H. Beless | 11,413,366.251 | 1,682,316.520 | 0 | |||||||||
| Michael L. Evans | 11,387,579.487 | 1,708,103.284 | 0 | |||||||||
| Spencer E. Goldenberg | 11,413,928.411 | 1,681,754.360 | 0 | |||||||||
| Gaurav Misra | 11,277,621.624 | 1,818,061.147 | 0 | |||||||||
Proposal 2. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year. The votes with respect to the ratification of the appointment of KPMG LLP were as follows:
| Total Votes For | Total Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| 11,781,421.172 | 793,255.908 | 521,005.691 | 0 | ||||||||||
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TERRA PROPERTY TRUST, INC. | ||
| Date: June 22, 2026 | By: | /s/ Gregory Pinkus |
| Name: | Gregory Pinkus | |
| Title: | Chief Financial Officer | |