Capital Properties Inc. Announces 2024 Annual Shareholder Meeting

TL;DR

<b>Capital Properties, Inc. will hold its 2024 Annual Shareholder Meeting on April 24, 2024, to elect directors and address other business.</b>

AI Summary

CAPITAL PROPERTIES INC /RI/ (CPTP) filed a Proxy Statement (DEF 14A) with the SEC on March 25, 2024. Annual shareholder meeting scheduled for April 24, 2024, at 9:00 AM local time. Meeting to be held at the Company's offices: 5 Steeple Street, Unit 303, Providence, Rhode Island. Primary purpose: Election of three (3) members to the Board of Directors for a one-year term. Holders of Class A Common Stock as of March 1, 2024, are entitled to vote. Proxy materials, including the proxy statement and 10-K, are available online.

Why It Matters

For investors and stakeholders tracking CAPITAL PROPERTIES INC /RI/, this filing contains several important signals. Shareholders will vote on the composition of the Board of Directors, directly impacting company governance and strategic direction. The meeting provides an opportunity for shareholders to engage with the company and exercise their voting rights on key corporate matters.

Risk Assessment

Risk Level: low — CAPITAL PROPERTIES INC /RI/ shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting with no immediate financial or operational disclosures, indicating low risk.

Analyst Insight

Shareholders should review the proxy materials to make informed voting decisions regarding director elections.

Key Numbers

• 3 — Directors to be elected (Number of directors to be elected to the Board)
• 1 — Director term length (Term length for elected directors)
• 2024-04-24 — Annual Meeting Date (Date of the annual shareholder meeting)
• 2024-03-01 — Record Date (Date to determine shareholder eligibility to vote)

Key Players & Entities

• CAPITAL PROPERTIES INC (company) — Registrant name
• Stephen J. Carlotti (person) — Secretary
• Providence, Rhode Island (location) — Location of company and meeting
• April 24, 2024 (date) — Date of annual meeting
• March 1, 2024 (date) — Record date for voting eligibility
• Class A Common Stock (security) — Stock eligible for voting

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must adhere to all SEC rules and regulations regarding proxy solicitations and annual meetings.
• Shareholder Engagement [low — operational]: Effectively communicating with shareholders and ensuring smooth execution of the annual meeting process is crucial.

Key Dates

• 2024-04-24: Annual Meeting of Shareholders — Shareholders will elect directors and conduct other business.
• 2024-03-01: Record Date — Determines which Class A Common Stock shareholders are entitled to vote.
• 2024-03-15: Notice of Meeting Date — Date the notice of the annual meeting was issued.

Glossary

Proxy Statement

A document filed with the SEC that contains information that the shareholders need to vote at an annual or special meeting. (Provides essential details for shareholders to make informed voting decisions.)

Class A Common Stock

A class of common stock issued by the company. (Identifies the specific stock class that holds voting rights for the annual meeting.)

Board of Directors

A group of individuals elected to represent shareholders and oversee the management of a company. (Shareholders vote to elect members of the board, influencing company strategy and governance.)

Key Financial Figures

• $15,000 — tors received an annual retainer fee of $15,000, payable in quarterly installments and
• $1,000 — and fees per meeting as follows: Board: $1,000; Audit Committee: $750 and Compensation
• $750 — ollows: Board: $1,000; Audit Committee: $750 and Compensation Committee: $500. The m
• $500 — ittee: $750 and Compensation Committee: $500. The maximum fees payable for attendanc
• $1,500 — e meetings occurring on the same day is $1,500. At its January meeting, acting on the
• $18,000 — ectors increased the annual retainer to $18,000. The following Director Compensation
• $100,000 — executive officer who earned more than $100,000 in total compensation in 2023. Contri
• $100 — fficers (1)(3) Value of Initial Fixed $100 Investment Based on Total Shareholder R

Filing Documents

• d70665ddef14a.htm (DEF 14A) — 110KB
• g70665g42t92.jpg (GRAPHIC) — 0KB
• g70665snap1.jpg (GRAPHIC) — 1KB
• 0001193125-24-076164.txt (&nbsp;) — 113KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The table set forth below reflects the only persons (including any group as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) who, to the best of the Companys knowledge were, on March 1, 2024, the beneficial owners of more than five percent of the Companys outstanding Class A Common Stock, $.01 par value. Name and Address Number of shares held 1 Percent of Class Eder 2022 Community Property Trust/Robert H. Eder 130 Sunrise Avenue, Apt. 507 Palm Beach, Florida 33480 3,453,420 52.3 % TowerView LLC 500 Park Avenue New York, New York 10022 577,400 8.7 % Lance S. Gad 5310 North Ocean Drive, Apt. 702 Singer Island, Florida 33404 382,096 5.8 % A.M. Propp 366 Eagle Drive Jupiter, FL 33477 331,987 5.0 % 1 All information is based upon ownership of record as reflected on the stock transfer books of the Company or as reported on Schedule 13G or Schedule 13D filed under Rule 13d-1 under the Securities Act of 1934. The following table reflects as of March 1, 2024, the beneficial ownership of shares of Class A Common Stock of the Company by directors and officers of the Company, all shares being owned directly except as otherwise noted: Name of Individual or Identification of Group Number of shares held Percent of Class Robert H. Eder 3,453,420 (a) 52.3 % Susan R. Johnson 974 * Daniel T. Noreck 61 * Steven G. Triedman 200 * All directors and officers as a group 3,454,655 52.3 % * Less than 1 % (a) Represents shares held by the Eder 2022 Community Property Trust. The Board has adopted an Insider Trading Policy that, in addition to prohibiting directors, officers and employees from purchasing or selling Company securities on the basis of material nonpublic information concerning the Company, or from tipping material nonpublic information to others, also prohibits directors, employees and consultants, re

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION During 2010, the Compensation Committee engaged Effective Pay Practices of Gloucester, Massachusetts to update its prior study on executive compensation and established salary levels for the Companys executive officers based upon that study, effective January 1, 2011. The Committee reviews executive salaries from time to time and approved a cost-of-living adjustment of 6% for each of the CEO and the Treasurer effective January 1, 2023 based on the previous years increase in the Consumer Price Index. The following table summarizes the compensation paid or accrued by the Company during the twelve-month period ended December 31, 2023, to the Chairman, CEO and President, and the only other executive officer who earned more than $100,000 in total compensation in 2023. Contributions by the Company under the Companys SEP are fully vested when made. Each employee directs the investment of amounts in his or her SEP account. The Company does not have any employment agreements and has no severance or change of control arrangements with any of its executive officers. Summary Compensation Table Name and Principal Position Year Salary Severance/ Bonus All other Compensation 1 Total Compensation Robert H. Eder, 2023 $ 327,240 $ 24,543 $ 351,783 Chairman, CEO & President 2022 308,712 22,875 331,587 Susan R. Johnson, 2023 163,776 12,283 176,059 Treasurer 2022 154,512 11,588 166,100 1 Amounts paid directly to the retirement accounts of employees under the Companys SEP. PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of our Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compens

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS A copy of the Companys annual report to the SEC on Form 10-K for the year ended December 31, 2023 is enclosed. Such report is not part of this Proxy Statement. PROPOSALS FOR 2025 ANNUAL MEETING The 2025 annual meeting of the shareholders of the Company is scheduled to be held April 30, 2025. If a shareholder intending to present a proposal at that meeting wishes to have a proper proposal included in the Companys Proxy Statement and form of proxy relating to the meeting, the shareholder must submit the proposal to the Company not later than November 29, 2024. Shareholder proposals that are to be considered at the 2025 annual meeting but not requested to be included in the Companys Proxy Statement must be submitted no later than January 30, 2025. OTHER MATTERS No business other than that set forth in the attached Notice of Meeting is expected to come before the annual meeting but should any other matters requiring a vote of shareholders arise, including a question of adjourning the meeting, the persons named in the accompanying proxy will vote thereon according to their best judgment in the interests of the Company. In the event any of the nominees for the office of director should withdraw or otherwise become unavail

View Full Filing

View this DEF 14A filing on SEC EDGAR