Current Report Filing (8-k)
25 Mai 2021 - 9:40PM
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): May 24, 2021
PORTSMOUTH
SQUARE, INC.
(Exact
name of registrant as specified in its charter)
California
|
|
0-4057
|
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94-1674111
|
(State
or other jurisdiction
|
|
(Commission
|
|
(IRS
Employer
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of
incorporation)
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|
File
Number)
|
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Identification
No.)
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1516
S. Bundy Drive, Suite 200, Los Angeles, CA
|
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90025
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(Address
of principal executive offices)
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(Zip
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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement 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
of each class
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|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
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None
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|
None
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|
None
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
May 24, 2021, the Company’s President, John V. Winfield resigned effective immediately and the Company’s Board of Directors
had elected David C. Gonzalez as the Company’s new President, effective as of May 24, 2021.
Mr.
Gonzalez, age 53, was appointed Vice President Real Estate of The InterGroup Corporation (“InterGroup”, NASDAQ: INTG), Portsmouth’s
parent company, on January 31, 2001. Since 1989, Mr. Gonzalez has served in numerous capacities with InterGroup, including Controller
and Director of Real Estate. Mr. Gonzalez was appointed advisor of the Executive Strategic Real Estate and Securities Investment Committee
of InterGroup and Portsmouth in February 2020.
Item
5.07. Submission of Matters to a Vote of Security Holders.
The
Fiscal 2020 Annual Meeting of the Shareholders of Portsmouth Square, Inc. (the “Company”) was held on May 24, 2021
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, 2021.
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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608,216
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2,057
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|
557
|
|
31,902
|
Jerold
R. Babin
|
|
608,223
|
|
2,407
|
|
200
|
|
31,902
|
John
C. Love
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608,223
|
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2,407
|
|
200
|
|
31,902
|
William
J. Nance
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608,390
|
|
2,207
|
|
233
|
|
31,902
|
Steve
Grunwald
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|
608,686
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1,944
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|
200
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|
31,902
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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, 2021:
Votes
For
|
|
Against
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|
Abstain
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|
Broker
Non-Votes
|
|
|
|
|
|
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642,133
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|
124
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|
475
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-
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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:
May 25, 2021
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By:
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/s/
Danfeng Xu
|
|
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Treasurer
and Controller
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