Current Report Filing (8-k)
July 01 2016 - 12:12PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date or earliest event reported):
July 1, 2016
HMG/COURTLAND
PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
1-7865
|
59-1914299
|
|
|
(Commission File No)
|
(I.R.S. Employer Identification No.)
|
|
|
1870 S. Bayshore Drive
Coconut Grove, Florida
(Address of Principal Executive Offices)
|
33133
(Zip Code)
|
(305)854-6803
(Registrant’s Telephone Number, Including Area Code)
N/A
(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-1(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))
|
Item 5.03 Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 1, 2016, HMG/Courtland Properties, Inc.
(the “Company”) received confirmation from the Delaware Secretary of State that the Certificate of Amendment of the
Certificate of Incorporation, decreasing the number of shares of the Company’s capital stock, par value $1 per share authorized
for issuance from 1,200,000 shares to 1,050,000 shares (the “Certificate”), was filed. The Company previously disclosed
information with respect to the Certificate in the definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange
Commission on May 31, 2016.
Item 5.07 Submission of
Matters to a Vote of Security Holders.
On June 30, 2016, HMG/Courtland Properties,
Inc. (the “Company”) held its annual meeting of shareholders. At that meeting, the shareholders elected all of the
Company’s nominees for director, approved the renewal of the Advisory Agreement between the Company and HMGA, Inc. and approved
the amendment to the Company’s Certificate of Incorporation. The final voting results for each matter submitted to a vote
of shareholders at the meeting are as follows:
|
1.
|
Election of Directors:
|
|
|
For
|
|
|
Withheld
|
|
|
|
|
|
|
|
|
Maurice Wiener
|
|
|
740,787
|
|
|
|
32,648
|
|
Alexander Arader
|
|
|
741,165
|
|
|
|
32,270
|
|
Richard Wiener
|
|
|
741,165
|
|
|
|
32,270
|
|
Charles Dusseau
|
|
|
741,165
|
|
|
|
32,270
|
|
There were 131,938 broker non-votes
for the election of directors.
|
2.
|
Renewal of Advisory Agreement:
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
612,118
|
|
|
|
32,071
|
|
|
|
129,246
|
|
There are 131,938 broker non-votes
for the renewal of the Advisory Agreement.
|
3.
|
Amendment to the Company’s Certificate of Incorporation:
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
868,072
|
|
|
|
35,684
|
|
|
|
1,617
|
|
There are no broker non-votes for the Amendment
to the Company’s Certificate of Incorporation.
Item 7.01 Regulation FD Disclosure
On July 1, 2016, HMG/Courtland Properties,
Inc. (“HMG”) issued a press release announcing that HMG’s Board of Directors has authorized the purchase of up
to $600,000 of HMG common stock under a share repurchase program that will be in effect through June 30, 2018. A copy of the press
release is attached as Exhibit 99.1.
The information in this Item 7.01 and Exhibit
99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any
filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events
On July 1, 2016, HMG announced that its
Board of Directors has authorized the purchase of up to $600,000 of HMG common stock on the open market or through privately negotiated
transactions. The program will be in place through June 30, 2018.
Item 9.01 Financial Statements
and Exhibits
|
3(a).
|
Certificate of Amendment of Certificate of Incorporation dated July 1, 2016.
|
|
99.1
|
Release dated July 1, 2016 announcing that HMG’s
Board of Directors has authorized the purchase of up to $600,000 of HMG common stock under a share repurchase program that will
be in effect through June 30, 2018.
|
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.
|
HMC/COURTLAND PROPERTIES, INC.
|
|
|
|
By:
|
/S/ CARLOS CAMAROTTI
|
|
|
Carlos Camarotti
|
|
|
Principal Financial Officer
|
Date: July 1, 2016
EXHIBIT INDEX
Exhibit No.
|
|
Description
|
3 (a)
|
|
Certificate of Amendment of Certificate
of Incorporation dated July 1, 2016.
|
99.1
|
|
Release dated July 1, 2016 announcing that HMG’s Board of Directors has authorized the purchase of up to $600,000 of HMG common stock under a share repurchase program that will be in effect through June 30, 2018.
|
HMG Courtland Properties (AMEX:HMG)
Historical Stock Chart
From May 2024 to Jun 2024
HMG Courtland Properties (AMEX:HMG)
Historical Stock Chart
From Jun 2023 to Jun 2024