Current Report Filing (8-k)
June 07 2022 - 2:35PM
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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): June 1, 2022
Harbor
Custom Development, Inc.
(Exact
name of registrant as specified in its charter)
Washington |
|
001-39266 |
|
46-4827436 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS Employer
Identification No.) |
1201
Pacific Avenue, Suite 1200
Tacoma,
WA 98402
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (253) 649-0636
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 |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Common Stock |
|
HCDI |
|
The Nasdaq Stock Market LLC |
8% Series A Cumulative
Convertible Preferred Stock |
|
HCDIP |
|
The Nasdaq Stock Market
LLC |
Warrants |
|
HCDIW |
|
The Nasdaq Stock Market
LLC |
Warrants |
|
HCDIZ |
|
The Nasdaq Stock Market LLC |
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.
At
the Annual Meeting, the stockholders of Harbor Custom Development, Inc. (the “Company”) elected the Company’s Board
of Directors (“Board”) and voted on five Board proposals contained within the Company’s Proxy Statement, dated April
21, 2022, as supplemented.
The
Board nominees were elected to hold office until the next annual meeting of stockholders or until their respective successors are elected
and qualified with the following votes:
Nominee | |
For | | |
Withhold | |
Sterling Griffin | |
| 4,518,991.22 | | |
| 41,880.00 | |
Chris Corr | |
| 4,519,010.22 | | |
| 41,861.00 | |
Richard Schmidtke | |
| 4,518,731.22 | | |
| 42,140.00 | |
Larry Swets | |
| 4,208,661.00 | | |
| 352,210.22 | |
Dennis Wong | |
| 4,484,995.22 | | |
| 75,876.00 | |
Wally Walker | |
| 4,490,444.22 | | |
| 70,427.00 | |
Karen Bryant | |
| 4,484,648.22 | | |
| 76,223.00 | |
The
stockholders voted on the following proposals and cast their votes as described below:
Proposal | |
For | | |
Against | | |
Abstain | |
To ratify the appointment of | |
| 7,625,559.22 | | |
| 16,330.00 | | |
| -0- | |
Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2022. | |
| | | |
| | | |
| | |
Proposal | |
For | | |
Against | | |
Abstain | |
To approve, on a non-binding | |
| 4,413,097.22 | | |
| 125,899.00 | | |
| 21,875.00 | |
advisory basis, the compensation of the Company’s our named executive officers, during the fiscal year ended December 31, 2021. | |
| | | |
| | | |
| | |
Proposal | |
For | | |
Against | | |
Abstain | |
To approve an amendment to the Company’s Articles of Incorporation and Bylaws to reduce the quorum requirement for shareholder meetings from a majority of the outstanding shares of common stock to 33.34% of the outstanding shares of common stock as allowed by Washington Business Corporations Act. | |
| 3,746,585.00 | | |
| 799,068.00 | | |
| 15,218.22 | |
Proposal | |
For | | |
Against | | |
Abstain | |
To approve an amendment to the Company’s 2018 Equity Incentive Plan to increase, by 2,000,000, the authorized number of shares of common stock reserved for issuance as options under the 2018 Equity Incentive Plan. | |
| 3,294,085.22 | | |
| 1,266,378.00 | | |
| 408 | |
Proposal | |
For | | |
Against | | |
Abstain | |
To approve an amendment to the Company’s 2020 Restricted Stock Plan to increase, by 2,000,000, the authorized number of shares of common stock available for awards under the 2020 Restricted Stock Plan. | |
| 3,457,780.22 | | |
| 1,102,691.00 | | |
| 400 | |
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.
|
Harbor Custom
Development, Inc. |
|
|
|
Date: June 7, 2022 |
By: |
/s/
Jeff Habersetzer |
|
|
Jeff Habersetzer |
|
|
Chief Operating Officer, General Counsel, and Secretary
|
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