UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 27, 2020

 

 

CEDAR REALTY TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

001-31817		42-1241468
(Commission File Number)		(IRS Employer Identification No.)

44 South Bayles Avenue

Port Washington, New York 11050

(Address of Principal Executive Offices) (Zip Code)

(516) 767-6492

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

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 class		Trading symbols		Name of exchange on which registered
Common Stock, $0.06 Par Value		CDR		The New York Stock Exchange
7.25% Series B Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value		CDR/PB		The New York Stock Exchange
6.50% Series C Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value		CDR/PC		The New York Stock Exchange

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.

(a) Cedar Realty Trust, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”) on May 27, 2020.

(b) At the Annual Meeting, stockholders of the Company voted on (i) the election of seven director nominees to the board of directors of the Company to serve until the next annual meeting of stockholders in 2021 and until their successors are duly elected and qualify, (ii) the approval of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020, (iii) a non-binding, advisory resolution approving the compensation of the Company’s named executive officers. A total of 81,100,884 shares of common stock of the Company outstanding and entitled to vote were present at the Annual Meeting, in person or by proxy, representing approximately 90.79% of the outstanding stock entitled to vote at the Annual Meeting. All of the proposals submitted to stockholders for approval were approved, with the following results:

1. Election of directors.

 

		For				Withheld				Abstain				Broker Non-Votes
Abraham Eisenstat			70,882,637				997,937				51,104				9,169,206
Gregg A. Gonsalves			69,985,714				1,894,221				51,743				9,169,206
Pamela N. Hootkin			68,245,283				3,634,800				51,595				9,169,206
Sabrina L. Kanner			69,974,212				1,896,256				61,210				9,169,206
Steven G. Rogers			71,089,138				781,548				60,992				9,169,206
Bruce J. Schanzer			70,463,132				1,414,688				53,858				9,169,206
Roger M. Widmann			68,814,076				3,065,700				51,902				9,169,206

2. Appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ended December 31, 2020.

 

For				Against				Abstain				Broker Non-Votes
	79,612,779				1,469,430				18,675				0

3. Approval of a non-binding, advisory resolution approving the compensation of the Company’s named executive officers.

 

For				Against				Abstain				Broker Non-Votes
	49,324,500				22,248,852				358,326				9,169,206

SIGNATURE

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.

Dated: June 1, 2020