false
0001649096
0001649096
2025-06-18
2025-06-18
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
June 18, 2025
CLIPPER REALTY INC.
(Exact Name of Registrant as Specified in Charter)
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Maryland
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001-38010
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47-4579660
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(State or Other
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(Commission
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(IRS Employer
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Jurisdiction of
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File Number)
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Identification No.)
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Incorporation)
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4611 12th Avenue, Suite 1L
Brooklyn, New York
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11219
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (718) 438-2804
Former name or former address, if changed since last report: N/A
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 (see General Instructions A.2.):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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CLPR
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New York Stock Exchange
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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At the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Clipper Realty Inc. (the “Company”) held on June 18, 2025, the stockholders of the Company approved the 2025 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) and the 2025 Non-Employee Director Plan (the “Non-Employee Director Plan” and together with the Omnibus Plan, the “Plans”)..
Summaries of the terms of the Plans are set forth in the Company’s’ definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2025 (the “Proxy Statement”). Those summaries and the descriptions above of the Plans do not purport to be complete and are qualified in their entirety by reference to the Plans, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are each incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
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Exhibit
Number
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Exhibit
Description
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10.1
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10.2
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
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.
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Clipper Realty Inc.
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(Registrant)
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By:
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/s/ David Bistricer
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Name:
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David Bistricer
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Title:
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Co-Chairman and Chief Executive Officer
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Date: June 24, 2025