Safehold Inc. Announces Director Changes and Shareholder Matters

TL;DR

Safehold board shakeup: new director in, one out. Shareholder votes coming up.

AI Summary

On May 15, 2024, Safehold Inc. filed an 8-K report detailing several key events. The company announced the departure of director Thomas J. R. Schwartz and the election of new director David J. Miller. Additionally, the filing includes information on compensatory arrangements for certain officers and the submission of matters to a vote of security holders.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, while shareholder votes directly impact corporate decision-making.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters and director changes, with no immediate financial distress or significant operational shifts indicated.

Key Players & Entities

• Safehold Inc. (company) — Registrant
• Thomas J. R. Schwartz (person) — Departing Director
• David J. Miller (person) — Newly Elected Director
• May 15, 2024 (date) — Date of earliest event reported

FAQ

Filing Documents

• tm2414658d1_8k.htm (8-K) — 48KB
• tm2414658d1_ex10-1.htm (EX-10.1) — 228KB
• 0001104659-24-062625.txt ( ) — 489KB
• safe-20240515.xsd (EX-101.SCH) — 3KB
• safe-20240515_lab.xml (EX-101.LAB) — 33KB
• safe-20240515_pre.xml (EX-101.PRE) — 22KB
• tm2414658d1_8k_htm.xml (XML) — 4KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The Board of Directors of Safehold Inc. ("SAFE" or the "Company") previously adopted, subject to shareholder approval, an amendment (the "Amendment") to the Safehold Inc. Amended and Restated 2009 Long-Term Incentive Plan (the "2009 LTIP"), which was approved by the Company's shareholders on May 15, 2024 at the 2024 Annual Meeting of Stockholders (the "Annual Meeting"). The Amendment increased the aggregate number of shares of common stock available for issuance by 1,000,000, from 57,397 (which was the number remaining available for grants under the 2009 LTIP on May 15, 2024) to 1,057,397, subject to adjustment as provided in the 2009 LTIP, with an equivalent increase to the number of shares of common stock available for grant pursuant to incentive stock options. The foregoing description of the Amendment is qualified in its entirety by reference to the text of the 2009 LTIP, as amended, which is filed as Exhibit 10.1 hereto, and incorporated herein by reference.

07

Item 5.07 Submission of Matters to a Vote of Security Holders. On May 15, 2024, the Company held its Annual Meeting virtually, for the purpose of (i) electing six directors to hold office until the 2025 Annual Meeting of Stockholders, (ii) ratifying the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024, (iii) approving the Amendment to the 2009 LTIP, and (iv) approving, on a non-binding, advisory basis, the compensation of the Company's named executive officers (the "Say-on-Pay Vote"). The final voting results for each of the proposals submitted to a vote of shareholders at the annual meeting are set forth below. Proposal 1. Election of Directors: At the Annual Meeting, six directors were elected for terms continuing until the 2025 Annual Meeting of Stockholders. For each nominee, the numbers of votes cast for, votes withheld and broker non-votes were as follows: Name of Nominees For Withheld Broker Non-Votes Jay Sugarman 61,004,395 1,122,251 4,562,106 Jesse Hom 53,659,239 8,467,407 4,562,106 Robin Josephs 60,578,278 1,548,368 4,562,106 Jay S. Nydick 61,817,198 309,448 4,562,106 Barry Ridings 52,933,514 9,193,132 4,562,106 Stefan M. Selig 57,674,178 4,452,468 4,562,106 Proposal 2. Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024: At the Annual Meeting, the votes on a proposal to ratify the selection of Deloitte & Touche LLP as SAFE's independent registered public accounting firm for the fiscal year ending December 31, 2024 were as set out below. The proposal was approved. For Against Abstentions Broker Non-Votes 65,426,737 1,242,060 19,955 0 Proposal 3. Approval of the Amendment to the Safehold Inc. Amended and Restated 2009 Long-Term Incentive Plan: At the Annual Meeting, the votes on a proposal to approve a

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d)Exhibits Exhibit 10.1 Amended and Restated 2009 Long-Term Incentive Plan Exhibit 104 Inline XBRL for the cover page of this Current Report on Form 8-K.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Safehold Inc. By: /s/ Brett Asnas Name: Brett Asnas Title: Chief Financial Officer Date: May 16, 2024

View Full Filing

View this 8-K filing on SEC EDGAR