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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): May 29, 2025

 

American Strategic Investment Co.

(Exact Name of Registrant as Specified in Charter)

 

Maryland

 

001-39448

 

46-4380248

(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)
         

222 Bellevue Ave,

Newport, Rhode Island 02840

(Address, including zip code, of Principal Executive Offices)

 
Registrant’s telephone number, including area code: (212) 415-6500

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:

 

Trading Symbol(s)

 

Name of each exchange on which
registered

Class A common stock, $0.01 par value per share   NYC   New York Stock Exchange
Class A Preferred Stock Purchase Rights     New York Stock Exchange

 

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 ¨

 

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 a Vote of Security Holders.

 

American Strategic Investment Co. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”) on May 29, 2025. At the 2025 Annual Meeting, there were present, in person or by proxy, stockholders holding an aggregate of 2,039,705 shares of the Company’s common stock, out of a total number of 2,634,355 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting, representing approximately 77.43% of the shares entitled to be voted.

 

At the Annual Meeting, the Company’s stockholders: (i) re-elected Elizabeth K. Tuppeny as a Class II director to serve until the Company’s 2028 Annual Meeting of stockholders and until her successor is duly elected and qualifies; (ii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and (iii) adopted the non-binding advisory resolution approving the compensation of the Company’s named executive officers. The proposals are described in detail in the Company’s 2025 proxy statement. No other proposals were considered or submitted or voted upon at the Annual Meeting. The final voting results for the proposals submitted to a vote at the Annual Meeting are as follows:

 

Proposal 1: Election of one Class II director to serve until the Company’s 2028 Annual Meeting of stockholders and until her successor is duly elected and qualifies:

 

    Votes   Votes   Broker 
Director   For   Withheld   Non-Votes 
 Elizabeth K. Tuppeny    1,561,002    80,017    398,686 

 

 

Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025:

 

            Broker 
Votes For   Votes Against   Abstentions   Non-Votes 
 1,847,870    183,982    7,853    n/a 

 

 

Proposal 3: Adoption of a non-binding advisory resolution approving the compensation of the Company’s named executive officers:

 

            Broker 
Votes For   Votes Against   Abstentions   Non-Votes 
 1,565,545    64,718    10,756    398,686 

 

 

 

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.

 

  American Strategic Investment Co.
     
Date: May 30, 2025 By: /s/ Michael LeSanto     
    Michael LeSanto
    Chief Financial Officer