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

 

Date of Report (Date of earliest event reported): October 18, 2018

 

SACHEM CAPITAL CORP.

(Exact name of Registrant as specified in its charter)

 

New York   001-37997   81-3467779

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

23 Laurel Street, Branford, Connecticut   06405
(Address of Principal Executive Office)   (Zip Code)

 

Registrant's telephone number, including area code (203) 433-4736

 

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

 

¨ 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))

 

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 x

 

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 Vote of Security Holders.

 

On October 18, 2018, Sachem Capital Corp. (the “Company”) held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders:

 

· Elected five incumbent directors to serve until the Company’s next annual meeting of shareholders or until their respective successors have been duly elected and qualified;

 

· Approved, on an advisory basis, the appointment of Hoberman & Lesser, LLP as the Company’s independent auditors for the 2018 fiscal year;

 

· Adopted a non-binding advisory resolution approving the compensation of the Company’s Named Executive Officers (“Executive Compensation”); and

 

· Voted to hold an advisory vote to approve the Executive Compensation every three years.

 

The specific votes were as follows:

  

1. The election of directors:

 

  VOTES  

 

 

  For   WITHHELD  

BROKER

NON-VOTE

 

 

John L. Villano

7,992,002  

 

44,273

  5,244,617
 

 

Jeffrey C. Villano

7,991,882  

 

44,393

  5,244,617
 

 

Leslie Bernhard

7,982,099  

 

54,176

  5,244,617
 

 

Arthur Goldberg

7,987,214  

 

49,061

  5,244,617
 

 

Brian Prinz

7,986,436  

 

49,839

  5,244,617

 

2. Advisory approval of Hoberman & Lesser, LLP:

 

    VOTES    
FOR   AGAINST   ABSTAIN
13,198,671   49,945   32,276

 

3. Adoption of the non-binding advisory resolution approving Executive Compensation*:

 

    VOTES    
FOR   AGAINST   ABSTAIN
7,368,135   521,903   146,237

 

 

* There were 5,244,617 broker non-votes on this matter.

 

4. Frequency of the vote on Executive Compensation*:

 

VOTES
1 YEAR 2 YEARS 3 YEARS ABSTAIN
3,342,227 148,951 4,387,677 157,420

 

 

* There were 5,244,617 broker non-votes on this matter.

 

Consistent with the foregoing vote on Executive Compensation at the Annual Meeting, the Company has determined that it will include a shareholder vote on Executive Compensation in its proxy materials every three years until the next required vote on the frequency of stockholder vote on Executive Compensation.

 

* * * * *

 

 
 

 

SIGNATURES

 

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

 

  Sachem Capital Corp.  
       
       
Dated:   October 19, 2018 By: /s/ John L. Villano  
    John L. Villano, CPA  
    Co-Chief Executive Officer and  
    Chief Financial Officer