UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 3, 2019

 

SACHEM CAPITAL CORP.

(Exact name of Registrant as specified in its charter)

 

New York   001-37997   81-3467779
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

698 Main Street, Branford, Connecticut   06405
(Address of Principal Executive Office)   (Zip Code)

 

Registrant's telephone number, including area code (203) 433-4736

 

 
(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-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 Ticker symbol(s) Name of each exchange on which registered
Common Shares, par value $.001 per share SACH NYSE American LLC
7.125% Notes due 2024 SCCB NYSE American 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 x

 

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 Vote of Security Holders.

 

On October 3, 2019, Sachem Capital Corp. (the “Company”) held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders:

 

·Elected five 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 an amendment to the Company’s Certificate of Incorporation to increase the number of authorized common shares, par value $.001 per share, from 50,000,000 to 100,000,000 (“Approval of the Charter Amendment”); and

 

·Approved, on an advisory basis, the appointment of Hoberman & Lesser, LLP as the Company’s independent auditors for the 2019 fiscal year (“Advisory approval of Auditors”).

 

The specific votes were as follows:

 

1.The Election of Directors:

 

VOTES  

  For   WITHHELD  

BROKER

NON-VOTE

 John L. Villano

8,700,662   99,843   9,039,398
           

Jeffrey C. Villano

8,687,667   112,838   9,039,398
           

Leslie Bernhard

8,695,050   105,455   9,039,398
           

Arthur Goldberg

8,695,368   105,137   9,039,398
           

 Brian Prinz

8,685,785   114,720   9,039,398

 

2.Approval of the Charter Amendment:

 

    VOTES    
FOR   AGAINST   ABSTAIN
16,819,313*   959,500   61,090

 

 

*76.90% of the issued and outstanding common shares, par value $.001 per share, as of the record date for the Annual Meeting.

 

3.Advisory approval of Auditors:

 

    VOTES    
FOR   AGAINST   ABSTAIN
17,671,694   133,643   34,566

 

 

* * * * *

 

2

 

 

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 7, 2019 By: /s/ John L. Villano  
    John L. Villano, CPA  
    Co-Chief Executive Officer and  
    Chief Financial Officer  

 

 

3