$CLPR·8-K

Clipper Realty Inc. · Jun 18, 4:42 PM ET

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Clipper Realty Inc. 8-K

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Clipper Realty Inc. Reports 2025 Annual Meeting Voting Results

What Happened
Clipper Realty Inc. announced the results of its 2025 Annual Meeting of Stockholders in an 8-K filed June 18, 2026. Stockholders elected all seven director nominees named in the company’s April 30, 2026 proxy statement, ratified the appointment of PKF O’Connor Davies, LLP as the company’s independent auditor for the fiscal year ending December 31, 2026, and approved, on a non‑binding advisory basis, the compensation of the company’s named executive officers.

Key Details

  • Director elections (votes For / Withheld; broker non‑votes = 4,773,141 for each nominee):
    • David Bistricer: 30,564,710 For; 335,866 Withheld
    • Sam Levinson: 30,480,102 For; 420,474 Withheld
    • Howard M. Lorber: 28,827,387 For; 2,073,189 Withheld
    • Robert J. Ivanhoe: 29,078,185 For; 1,822,391 Withheld
    • Roberto A. Verrone: 30,481,941 For; 418,635 Withheld
    • Harmon S. Spolan: 29,543,363 For; 1,357,213 Withheld
    • Richard N. Burger: 30,577,166 For; 323,410 Withheld
  • Auditor ratification: PKF O’Connor Davies, LLP was ratified for FY ending Dec. 31, 2026 — 35,636,092 For; 29,649 Against; 7,976 Abstain.
  • Say‑on‑pay (advisory): Approval of named executive officer compensation — 30,337,150 For; 539,500 Against; 23,926 Abstain.

Why It Matters
These votes confirm the company's board composition and governance choices without indicating any changes to management or operations. Ratification of the auditor ensures continuity in financial reporting oversight for 2026, and the advisory approval of executive pay signals shareholder support for the company's compensation practices (though the advisory vote is non‑binding). Investors should note the number of broker non‑votes (4,773,141), which represent shares not voted on some proposals and can affect the overall voting dynamics for contested governance matters.

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