Current Report Filing (8-k)
02 März 2020 - 11:25PM
Edgar (US Regulatory)
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): February 26, 2020
PORTSMOUTH
SQUARE, INC.
(Exact
name of registrant as specified in its charter)
California
|
|
0-4057
|
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94-1674111
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(State
or other jurisdiction
|
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(Commission
|
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(IRS
Employer
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of
incorporation)
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|
File
Number)
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Identification
No.)
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12121
Wilshire Blvd, Suite 610, Los Angeles, CA
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90025
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(Address
of principal executive offices)
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(Zip
Code)
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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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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|
[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None.
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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 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
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For
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Against
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Abstain
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Broker
Non-Votes
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|
|
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John
V. Winfield
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657,034
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7,742
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428
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24,554
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Jerold
R. Babin
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663,973
|
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900
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331
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|
24,554
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John
C. Love
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|
657,131
|
|
7,742
|
|
331
|
|
24,554
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William
J. Nance
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657,131
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|
7,742
|
|
331
|
|
24,554
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Steve
Grunwald
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|
657,131
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|
7,742
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|
331
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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
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Against
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Abstain
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|
Broker
Non-Votes
|
|
|
|
|
|
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689,643
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-
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115
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-
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|
|
|
|
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Proposal
(3) – Approval of the compensation of executive officers, on a nonbinding advisory basis.
Votes
For
|
|
Against
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Abstain
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|
Broker
Non-Votes
|
|
|
|
|
|
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615,129
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1,315
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48,760
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24,554
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|
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Item
8.01. 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
J. Nance, Chair
|
William
J. Nance, Chair
|
Steve
Grunwald
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John
C. Love
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John
C. Love
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Jerold
R. Babin
|
|
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Nominating
Committee
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Executive
Strategic Real Estate and Securities
Investment Committee
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Steve
Grunwald, Chair
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John
V. Winfield, Chair
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John
C. Love
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Steve
Grunwald
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David
Gonzalez, Advisor
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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.
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PORTSMOUTH
SQUARE, INC.
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Dated:
March 2, 2020
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By:
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/s/
Danfeng Xu
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Treasurer
and Controller
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