Comstock shareholders approve rights agreement and charter amendment on Class B voting power

Comstock Holding Companies, Inc.

Directors Christopher Clemente (9,971,981 for) and Thomas J. Holly (10,143,555 for) elected to three-year terms.
Grant Thornton LLP ratified as auditor for FY2025; 11,817,676 for, 6,731 against.
Rights Agreement approved: 9,722,534 for, 732,844 against (excluding broker non-votes).
Charter amendment to adjust Class B voting power under Rights Agreement passed: Class A 6,325,923 for/825,151 against; Class B unanimous 3,303,750 for.
Amendment filed with Delaware Secretary of State on June 12, 2025, effective immediately.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Comstock Holding Companies, Inc.: Approved an amendment to the Amended and Restated Certificate of Incorporation to adjust the voting power of Class B common stock upon exercisability or exchange of rights under the Section 382 Rights Agreement (effective 2025-06-12).

Change: charter amendment
Effective: 2025-06-12

Exact text from the filing

the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to provide for an adjustment to the voting power of the Company’s Class B common stock if the rights under the Section 382 Rights Agreement dated March 28, 2025 by and between the Company and Equiniti Trust Company, LLC (the “Rights Agreement”) become exercisable or are exchanged for shares of our Class A common stock in accordance with the terms of the Rights Agreement (the “Amendment”). The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on June 12, 2025 (the “Certificate of Amendment”).

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Comstock Holding Companies, Inc. filing history →

Source: SEC EDGAR

accession 0001299969-25-000035

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