Five Point Holdings, LLC Files Definitive Proxy Statement

Ticker: FPH · Form: DEF 14A · Filed: Apr 12, 2024 · CIK: 1574197

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Five Point Holdings, Corporate Governance, Shareholder Meeting

TL;DR

<b>Five Point Holdings, LLC has filed a Definitive Proxy Statement (DEF 14A) on April 12, 2024.</b>

AI Summary

Five Point Holdings, LLC (FPH) filed a Proxy Statement (DEF 14A) with the SEC on April 12, 2024. Filing type is DEF 14A, filed on 2024-04-12. Company name is Five Point Holdings, LLC, CIK 0001574197. Fiscal year end is December 31. Business and mailing address: 2000 FIVEPOINT, 4TH FLOOR, IRVINE, CA 92618. Former company name was Newhall Holding Company, LLC, with a name change date of 2013-04-11.

Why It Matters

For investors and stakeholders tracking Five Point Holdings, LLC, this filing contains several important signals. This filing is a routine proxy statement, indicating the company is preparing for shareholder meetings and related corporate actions. The DEF 14A form is crucial for investors to understand executive compensation, board nominations, and other governance matters.

Risk Assessment

Risk Level: low — Five Point Holdings, LLC shows low risk based on this filing. The filing is a standard DEF 14A, which typically contains routine corporate governance information and does not present immediate financial or operational risks.

Analyst Insight

Review the executive compensation details and any proposed shareholder resolutions within the DEF 14A filing to understand potential impacts on corporate governance and shareholder value.

Key Numbers

Key Players & Entities

FAQ

When did Five Point Holdings, LLC file this DEF 14A?

Five Point Holdings, LLC filed this Proxy Statement (DEF 14A) with the SEC on April 12, 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 Five Point Holdings, LLC (FPH).

Where can I read the original DEF 14A filing from Five Point Holdings, LLC?

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 Five Point Holdings, LLC.

What are the key takeaways from Five Point Holdings, LLC's DEF 14A?

Five Point Holdings, LLC filed this DEF 14A on April 12, 2024. Key takeaways: Filing type is DEF 14A, filed on 2024-04-12.. Company name is Five Point Holdings, LLC, CIK 0001574197.. Fiscal year end is December 31..

Is Five Point Holdings, LLC a risky investment based on this filing?

Based on this DEF 14A, Five Point Holdings, LLC presents a relatively low-risk profile. The filing is a standard DEF 14A, which typically contains routine corporate governance information and does not present immediate financial or operational risks.

What should investors do after reading Five Point Holdings, LLC's DEF 14A?

Review the executive compensation details and any proposed shareholder resolutions within the DEF 14A filing to understand potential impacts on corporate governance and shareholder value. The overall sentiment from this filing is neutral.

How does Five Point Holdings, LLC compare to its industry peers?

Five Point Holdings, LLC operates in the real estate sector, specifically focusing on the development of large-scale mixed-use communities.

Are there regulatory concerns for Five Point Holdings, LLC?

The filing is a DEF 14A, a standard disclosure document required by the SEC under the Securities Exchange Act of 1934 for public companies.

Industry Context

Five Point Holdings, LLC operates in the real estate sector, specifically focusing on the development of large-scale mixed-use communities.

Regulatory Implications

The filing is a DEF 14A, a standard disclosure document required by the SEC under the Securities Exchange Act of 1934 for public companies.

What Investors Should Do

  1. Analyze executive compensation packages and any changes proposed.
  2. Review director nominations and voting recommendations.
  3. Examine any shareholder proposals and the company's stance.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document and does not inherently represent a change from previous filings in terms of financial performance or operational status.

Filing Stats: 4,755 words · 19 min read · ~16 pages · Grade level 13 · Accepted 2024-04-12 16:47:44

Filing Documents

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS 16

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 18 PROPOSAL 2 – Advisory Vote on Executive Compensation 18 Compensation Discussion and Analysis 19 Executive Summary 19 Compensation Objectives and Philosophy 19 202 3 Executive Compensation 24 Additional Compensation Plan Features and Policies 30 Compensation Committee Report 31

Executive Compensation Tables

Executive Compensation Tables 32 Summary Compensation Table 32 202 3 Grants of Plan-Based Awards Table 33 Outstanding Equity Awards at 202 3 Fiscal Year End 35 202 3 Shares Vested Table 36 Potential Payments upon Termination or Change in Control 37 CEO Pay Ratio 39 Pay Versus Performance 39 COMPENSATION OF DIRECTORS 44 PROPOSAL 3 – Ratification of Selection of Independent Registered Public Accountants 46 AUDIT MATTERS 47 Pre-Approval Policies and Procedures 47 Audit Committee Report 47 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 49 OTHER MATTERS 51 Shareholder Proposals and Nominations 51 Householding of Proxy Materials 51 Where You Can Find More Information 51 Incorporation by Reference 52 Other Business 52 PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS To Be Held on May 22, 2024 INFORMATION CONCERNING VOTING AND SOLICITATION General Your proxy is solicited on behalf of the board of directors (our " Board ") of Five Point Holdings, LLC, a Delaware limited liability company (as used herein, the " Company ," " we ," " us " or " our "), for use at our 2024 Annual Meeting of Shareholders to be held on May 22, 2024 at 2:00 p.m. Pacific Time, or at any continuation, postponement or adjournment thereof (the " Annual Meeting "), for the purposes discussed in this proxy statement and in the accompanying Notice of Annual Meeting of Shareholders and any other business properly brought before the Annual Meeting. Proxies are solicited to give all shareholders of record an opportunity to vote on matters properly presented at the Annual Meeting. We will be holding the Annual Meeting virtually with no physical in-person meeting. Shareholders may participate online by logging onto www.virtualshareholdermeeting.com/FPH2024 . While you will not be able to physically attend the Annual Meeting, you will be able to attend the Annual Meeting virtually and vote by visiting the website listed above. We have elect

Forward-Looking Statements

Forward-Looking Statements This proxy statement contains "forward-looking statements" (as defined in the Private Securities Litigation Reform Act of 1995). These statements are based on our current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding actions to be taken by us. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect our business, particularly those mentioned in the risk factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 and in our subsequent Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. 4 PROPOSAL 1 ELECTION OF DIRECTORS Board Structure and Nominees Pursuant to the terms of our Second Amended and Restated Limited Liability Company Agreement (our " Operating Agreement "), the Board shall consist of between three (3) and thirteen (13) directors with the exact number of directors to be fixed exclusively by the Board. The Board last fixed the authorized number of directors at thirteen (13). We currently have nine (9) directors and four (4) vacant Board seats. The directors are divided into three classes: Class I, which currently consists of two directors and two vacancies; Class II, which currently consists of three directors and two vacancies; and Class III, which currently consists of four directors. Each director serves a term of three years. At each annual meeting of shareholders, the term of one class expires. The term of the Class III directors expires at this Annual Meeting. In connection with the Annual Meeting, the Nominating and Corporate Governance Committee and the Board each voted unanimously to nominate Evan Carruthers, Jonathan Foster, Emile Hadd

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