UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
of incorporation) | Identification No.) |
(Zip code) | |
(Address of principal executive offices) |
Registrant’s telephone number, including area code: (
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 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 |
| Trading symbol |
| Name of each exchange on which registered |
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. |
On June 9, 2025, Seaport Entertainment Group Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter.
Proposal 1: Election of Directors
The Company’s stockholders elected Anton D. Nikodemus, Michael A. Crawford, Monica S. Digilio, David Z. Hirsh and Anthony F. Massaro as members of the Company’s board of directors to serve until the Company’s 2026 annual meeting of stockholders and until their respective successors have been duly elected and qualified. The results of the vote were as follows:
Nominee |
| For |
| Withheld |
| Broker Non-Votes |
|
Anton D. Nikodemus | 8,082,859 | 107,105 | 2,404,056 | ||||
Michael A. Crawford | 8,078,293 | 111,671 | 2,404,056 | ||||
Monica S. Digilio | 8,118,012 | 71,952 | 2,404,056 | ||||
David Z. Hirsh | 8,047,957 | 142,007 | 2,404,056 | ||||
Anthony F. Massaro | 7,943,580 | 246,384 | 2,404,056 |
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote were as follows:
For |
| Against |
| Abstain |
| Broker Non-Votes |
|
10,567,773 | 12,110 | 14,137 | -- |
Based on the foregoing votes, the five director nominees were elected and Proposal 2 was approved.
No other matters were submitted for stockholder action at the Annual Meeting.
SIGNATURE
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.
Dated: June 11, 2025 | SEAPORT ENTERTAINMENT GROUP INC. | |
By: | /s/ Lucy Fato | |
Name: | Lucy Fato | |
Title: | EVP, General Counsel & Corporate Secretary |