AmBase Corporation Announces 2024 Annual Meeting of Stockholders
Ticker: ABCP · Form: DEF 14A · Filed: Apr 3, 2024 · CIK: 20639
| Field | Detail |
|---|---|
| Company | Ambase Corp (ABCP) |
| Form Type | DEF 14A |
| Filed Date | Apr 3, 2024 |
| Risk Level | low |
| Pages | 16 |
| Reading Time | 19 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: AmBase Corporation, Annual Meeting, Proxy Statement, Stockholder Vote, Authorized Shares
TL;DR
<b>AmBase Corporation will hold its 2024 Annual Meeting on June 4, 2024, to elect a director, ratify auditors, and vote on a significant increase in authorized common stock.</b>
AI Summary
AmBase Corp (ABCP) filed a Proxy Statement (DEF 14A) with the SEC on April 3, 2024. The 2024 Annual Meeting of Stockholders for AmBase Corporation will be held on June 4, 2024, at 9:00 a.m. EDT in Tarrytown, New York. Key agenda items include the election of one director for a three-year term, ratification of Marcum LLP as the independent auditor for 2024, and a proposal to increase authorized common stock from 85 million to 200 million shares. The record date for determining stockholders eligible to vote is April 15, 2024. Proxy materials, including the Notice of Annual Meeting and Annual Report, are available online at http://www.proxyvote.com. The company intends to mail the Notice of Annual Meeting and Proxy Statement to stockholders around the record date.
Why It Matters
For investors and stakeholders tracking AmBase Corp, this filing contains several important signals. The proposed increase in authorized shares from 85 million to 200 million could signal future capital raising or strategic initiatives, impacting existing shareholder dilution. The ratification of Marcum LLP as auditor is a standard procedural item, but its confirmation is crucial for financial reporting integrity.
Risk Assessment
Risk Level: low — AmBase Corp shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting with standard proposals, indicating no immediate significant financial or operational shifts.
Analyst Insight
Stockholders should review the details of the proposed amendment to increase authorized shares and consider its potential impact on their investment before the June 4th meeting.
Key Numbers
- June 4, 2024 — Annual Meeting Date (Date of the 2024 Annual Meeting of Stockholders.)
- April 15, 2024 — Record Date (Date for determining stockholders eligible to vote.)
- 85,000,000 — Current Authorized Shares (Existing number of authorized common stock shares.)
- 200,000,000 — Proposed Authorized Shares (Number of authorized common stock shares after proposed amendment.)
Key Players & Entities
- AmBase Corporation (company) — Registrant and filer of the proxy statement.
- June 4, 2024 (date) — Date of the Annual Meeting of Stockholders.
- Marcum LLP (company) — Proposed independent registered public accounting firm.
- April 15, 2024 (date) — Record date for determining stockholders entitled to vote.
- 85,000,000 (dollar_amount) — Current number of authorized shares of common stock.
- 200,000,000 (dollar_amount) — Proposed increase in authorized shares of common stock.
FAQ
When did AmBase Corp file this DEF 14A?
AmBase Corp filed this Proxy Statement (DEF 14A) with the SEC on April 3, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by AmBase Corp (ABCP).
Where can I read the original DEF 14A filing from AmBase Corp?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by AmBase Corp.
What are the key takeaways from AmBase Corp's DEF 14A?
AmBase Corp filed this DEF 14A on April 3, 2024. Key takeaways: The 2024 Annual Meeting of Stockholders for AmBase Corporation will be held on June 4, 2024, at 9:00 a.m. EDT in Tarrytown, New York.. Key agenda items include the election of one director for a three-year term, ratification of Marcum LLP as the independent auditor for 2024, and a proposal to increase authorized common stock from 85 million to 200 million shares.. The record date for determining stockholders eligible to vote is April 15, 2024..
Is AmBase Corp a risky investment based on this filing?
Based on this DEF 14A, AmBase Corp presents a relatively low-risk profile. The filing is a routine proxy statement for an annual meeting with standard proposals, indicating no immediate significant financial or operational shifts.
What should investors do after reading AmBase Corp's DEF 14A?
Stockholders should review the details of the proposed amendment to increase authorized shares and consider its potential impact on their investment before the June 4th meeting. The overall sentiment from this filing is neutral.
Risk Factors
- Amendment to Restated Certificate of Incorporation [medium — regulatory]: A proposal to increase the number of authorized shares of common stock requires stockholder approval and could have implications for future corporate actions.
Key Dates
- 2024-06-04: Annual Meeting of Stockholders — To elect a director, ratify auditors, and vote on increasing authorized shares.
- 2024-04-15: Record Date — Determines stockholders eligible to vote at the Annual Meeting.
Glossary
- DEF 14A
- Definitive Proxy Statement filed with the SEC. (This filing type indicates the company is providing official notice and details for a shareholder meeting.)
- Record Date
- A specific date used to determine which shareholders are entitled to receive notice of and vote at a shareholder meeting. (Crucial for identifying eligible voters for the upcoming proposals.)
Filing Stats: 4,655 words · 19 min read · ~16 pages · Grade level 11.8 · Accepted 2024-04-03 16:48:27
Key Financial Figures
- $0.01 — common stock of the Company, par value $0.01 per share (the “Common Stock
Filing Documents
- ny20025935x1_def14a.htm (DEF 14A) — 370KB
- ny20025935x1_pc01.jpg (GRAPHIC) — 226KB
- ny20025935x1_pc02.jpg (GRAPHIC) — 203KB
- ny20025935x1_pc03.jpg (GRAPHIC) — 303KB
- 0001140361-24-017635.txt ( ) — 1379KB
From the Filing
DEF 14A 1 ny20025935x1_def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934   Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐   Check the appropriate box:   ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12   AMBASE CORPORATION   (Name of Registrant as Specified in Its Charter)   (Name of Person(s) Filing Proxy Statement if other than Registrant)   Payment of Filing Fee (Check the appropriate box):   ☒ No fee required. ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11   AMBASE CORPORATION 7857 West Sample Road, Suite 134 Coral Springs, FL 33065   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 4, 2024   The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of AmBase Corporation (the “Company”) will be held at the Sheraton Tarrytown Hotel, 600 White Plains Road, Tarrytown, New York, on Tuesday, June 4, 2024, at 9:00 a.m., Eastern Daylight Time, to consider and act upon the following matters:   1. The election of one director to hold office for a three-year term expiring in 2027;   2.   The ratification of the appointment of Marcum LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024;   3. To authorize an Amendment to the Company’s Restated Certificate of Incorporation to increase the number of shares of authorized shares of common stock from 85,000,000 to 200,000,000 (a copy of which is attached as Exhibit A to the Proxy Statement);   and such other matters as may properly come before the Annual Meeting or any adjournments thereof.   The Board of Directors has fixed the close of business on Monday, April 15, 2024, as the record date (the “Record Date”) for determining stockholders entitled to notice of and to vote at the Annual Meeting.   IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2024 . This Proxy Statement, the Notice of Annual Meeting of Stockholders and our Annual Report to Stockholders are available at http://www.proxyvote.com . The Company intends to mail the Notice of Annual Meeting and accompanying Proxy Statement to stockholders on or about the Record Date.   Whether or not you plan to attend the Annual Meeting, please sign, date and return the enclosed proxy card in the prepaid envelope provided, as soon as possible, so your shares can be voted at the meeting in accordance with your instructions. If you prefer, you may instead vote electronically through the internet or by telephone. The instructions on your proxy card describe how to use these convenient services. Your vote is important no matter how many shares you own. If you plan to attend the Annual Meeting and wish to vote your shares personally, you may do so at any time before your proxy is voted. Your prompt cooperation is greatly appreciated. All stockholders are cordially invited to attend the Annual Meeting.   Admission to Annual Meeting   Attendance at the Annual Meeting is limited to shareholders of the Company as of the Record Date. For safety and security reasons, video and audio recording devices and other electronic devices will not be allowed in the meeting. If your shares are held in the name of your bank, brokerage firm or other nominee, you must bring to the Annual Meeting, a copy of your proxy card, an account statement, or a letter from the nominee indicating that you beneficially owned the shares as of the Record Date for voting. If you do not have proof of share ownership, you will not be admitted to the Annual Meeting.   For registered shareholders, a copy of your proxy card can serve as verification of stock Annual Meeting. In addition, all Annual Meeting attendees will be asked to present valid government-issued photo identification, such as a driver’s license or passport, as proof of identification before entering the Annual Meeting, and attendees may be subject to security inspections.   By Order of the     Board of Directors       /s/ John Ferrara     John Ferrara     Secretary   1   AMBASE CORPORATION 7857 West Sample Road, Suite 134 Coral Springs, FL 33065   ANNU