Current Report Filing (8-k)

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

June 7, 2023

Date of report (date of earliest event reported)

FIVE POINT HOLDINGS, LLC

(Exact name of registrant as specified in its charter)



Delaware	001-38088	27-0599397
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2000 FivePoint

4th Floor

Irvine

California

92618

(Address of Principal Executive Offices)

(Zip code)

(949) 349-1000

(Registrant’s telephone number, including area code)

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

Class A common shares

FPH

New York Stock Exchange

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.

Five Point Holdings, LLC (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”) on June 7, 2023. There were 69,199,938 Class A common shares and 79,233,544 Class B common shares outstanding and entitled to vote at the Annual Meeting as of April 14, 2023, the record date for the Annual Meeting. Each Class A common share and each Class B common share was entitled to one vote per share. Accordingly, as of the record date, the total voting power of all of the outstanding shares entitled to vote at the Annual Meeting was 148,433,482 votes. There were present in person or represented by proxy at the Annual Meeting shareholders holding an aggregate of 128,121,181 common shares representing 86.3% of the issued and outstanding common shares of the Company entitled to vote at the Annual Meeting as determined on the record date.

At the Annual Meeting, the shareholders of the Company elected each of the Company’s three nominees for director, with voting results as follows:



Name	Votes Cast For	Votes Withheld	Broker Non-Votes
Kathleen Brown	118,601,003	1,445,300	8,074,878
Gary Hunt	118,595,825	1,450,478	8,074,878
Michael Winer	117,848,040	2,198,263	8,074,878

Based on the foregoing votes, each of the three nominees named in the table above was elected and will serve as a director until the 2026 annual meeting of shareholders and until such director’s successor is duly elected and qualified or, if earlier, such director’s death, resignation or removal.

The shareholders of the Company also approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers, with voting results as follows:



Votes Cast For	Votes Cast Against	Abstentions	Broker Non-Votes
118,497,187	1,332,869	216,247	8,074,878

The shareholders of the Company also approved, on a non-binding advisory basis, one year as the desired frequency of casting future votes on the compensation paid to the Company's named executive officers, with voting results as follows:



One Year	Two Years	Three Years	Abstentions	Broker Non-Votes
118,881,406	16,676	888,716	259,505	8,074,878

The shareholders of the Company also ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2023, with voting results as follows:



Votes Cast For	Votes Cast Against	Abstentions	Broker Non-Votes
127,373,080	694,713	53,388	—

Also at the Annual Meeting, the shareholders of the Company approved the Five Point Holdings, LLC 2023 Incentive Award Plan, with voting results as follows:



Votes Cast For	Votes Cast Against	Abstentions	Broker Non-Votes
108,598,272	11,303,407	144,624	8,074,878

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.

Date: June 7, 2023