UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07. | Submission of Matters to Vote of Security Holders. |
On October 13, 2021, Sachem Capital Corp. (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders:
| · | Elected four incumbent directors to serve until the Company’s next annual meeting of shareholders or until their respective successors have been duly elected and qualified (“Election of Directors”); |
| · | Approved, on an advisory basis, the appointment of Hoberman & Lesser, LLP as the Company’s independent auditors for the 2021 fiscal year (“Advisory approval of Auditors”); and |
| · | Approved the non-binding advisory resolution relating to executive compensation (“Advisory approval of Executive Compensation”). |
The specific votes were as follows:
| 1. | The Election of Directors: |
VOTES |
||||||
For |
WITHHELD |
BROKER | ||||
| John L. Villano | 10,656,117 | 237,955 | 9,214,964 | |||
| Leslie Bernhard | 10,623,895 | 270,177 | 9,214,964 | |||
| Arthur Goldberg | 10,632,650 | 261,422 | 9,214,964 | |||
| Brian Prinz | 10,597,711 | 296,361 | 9,214,964 | |||
| 2. | Advisory approval of Auditors: |
| VOTES | ||||
| FOR | AGAINST | ABSTAIN | ||
| 19,835,071 | 117,330 | 156,635 |
| 3. | Advisory approval of Executive Compensation: |
| VOTES* | ||||
| FOR | AGAINST | ABSTAIN | ||
| 9,481,251 | 1,041,332 | 371,489 | ||
| *There were 9,214,964 broker non-votes on this matter. | ||||
In addition, the vote to approve an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized capital shares of the Company, was adjourned to November 3, 2021 to give the Company additional time to solicit votes in favor of the proposal. The Annual Meeting will reconvene virtually via the internet at https://meetnow.global/MUUP4LY with respect to this proposal on Wednesday, November 3, 2021 at 10:00 a.m., Eastern Daylight Saving Time. On October 13, 2021, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing the adjournment of the vote on this proposal.
| 2 |
| Item 7.01. | Regulation FD Disclosure. |
Attached hereto as Exhibit 99.2, is a copy of management’s presentation, including a power point presentation and the accompanying script, used at the Annual Meeting.
The information furnished pursuant to this Item 7.01 including Exhibit 99.2 shall not be deemed to constitute an admission that such information is required to be furnished pursuant to Regulation FD or that such information or exhibits contain material information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future.
| Item 8.01. | Other Events. |
On October 14, 2021, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.3, announcing that its board of directors authorized and declared a quarterly dividend of $0.12 per share to be paid on October 29, 2021 to shareholders of record as of October 25, 2021.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description |
| 99.1 | |
| 99.2 | |
| 99.3 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
* * * * *
| 3 |
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.
| Sachem Capital Corp. | ||
| Dated: October 14, 2021 | By: | /s/ John L. Villano |
| John L. Villano, CPA | ||
| Chief Executive Officer and | ||
| Chief Financial Officer | ||
| 4 |
Exhibit Index
Exhibit No. |
Description |
| 99.1 | |
| 99.2 | |
| 99.3 |
| 5 |