$FPH·8-K

Five Point Holdings, LLC · Jun 5, 4:41 PM ET

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Five Point Holdings, LLC 8-K

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Five Point Holdings Reports 2026 Annual Meeting Voting Results

What Happened
Five Point Holdings, LLC filed an 8‑K on June 5, 2026 reporting the results of its 2026 Annual Meeting of Shareholders held June 4, 2026. As of the April 9, 2026 record date there were 72,406,686 Class A shares and 76,096,410 Class B shares outstanding (148,503,096 total votes). Shareholders holding 135,862,279 shares (91.5% of outstanding voting shares) were present in person or by proxy. The meeting elected three director nominees and approved advisory executive compensation, ratified Deloitte & Touche LLP as auditor for FY2026, and approved an amendment and restatement of the Five Point Holdings, LLC 2023 Incentive Award Plan.

Key Details

  • Record date and voting power: April 9, 2026; 72,406,686 Class A + 76,096,410 Class B = 148,503,096 total votes.
  • Meeting attendance: 135,862,279 shares represented (91.5% of shares entitled to vote).
  • Director elections (each elected to serve until the 2029 annual meeting):
    • Kathleen Brown: 115,638,345 for; 5,979,667 withheld; 14,244,267 broker non‑votes.
    • Gary Hunt: 119,160,863 for; 2,457,149 withheld; 14,244,267 broker non‑votes.
    • Michael Winer: 115,600,431 for; 6,017,581 withheld; 14,244,267 broker non‑votes.
  • Advisory vote on named executive officer compensation: 118,954,887 for; 2,582,171 against; 80,954 abstentions; 14,244,267 broker non‑votes.
  • Auditor ratification: Deloitte & Touche LLP ratified for fiscal year ending December 31, 2026 (135,790,589 for; 41,202 against; 30,488 abstentions).
  • 2023 Incentive Award Plan amendment and restatement approved: 120,298,280 for; 1,253,371 against; 66,361 abstentions; 14,244,267 broker non‑votes.

Why It Matters

  • Board continuity confirmed: all three director nominees were elected, providing governance stability through the 2029 annual meeting.
  • Pay and governance items approved: the advisory support for executive compensation and ratification of the auditor are routine but relevant governance outcomes for investors monitoring management alignment and financial oversight.
  • Incentive plan amendment approved: shareholders authorized changes to the 2023 Incentive Award Plan, which may affect future equity‑based awards and potential dilution tied to executive and employee incentives.
  • High participation (91.5%) indicates strong shareholder engagement on governance and compensation matters.

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