0001299969FALSENasdaq00012999692024-06-122024-06-12

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): June 12, 2024
Comstock Holding Companies, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware1-3237520-1164345
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
1900 Reston Metro Plaza, 10TH Floor
Reston, Virginia 20190
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (703) 230-1985
 
(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))
Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.01CHCI
Nasdaq Capital Market
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
On June 12, 2024, Comstock Holding Companies, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2024.
Holders of the Company's Class A common stock were entitled to one vote for each share held as of the close of business on April 15, 2024 (the "Record Date"), and holders of the Company's Class B common stock were entitled to fifteen votes for each share held as of the Record Date.
There were 8,101,176 shares of Class A common stock and 220,250 shares of Class B common stock present or represented by proxy at the Annual Meeting, which represented 88.28% of the combined voting power of the common stock shares entitled to vote (voting together as a single class) and constituted a quorum for the transaction of business.
The final voting results from the Annual Meeting were as follows:
Proposal 1
The Company's stockholders elected David P. Paul and Socrates Verses to each serve for a three-year term ending at the 2027 Annual Meeting of Stockholders, or until their successors are duly elected and qualified, or until their earlier resignation or removal.
ForWithheldBroker Non-Vote
David P. Paul
10,130,994 9,087 1,264,845 
Socrates Verses
9,762,430 377,651 1,264,845 
Proposal 2
The Company’s stockholders ratified the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
ForAgainstAbstainBroker Non-Vote
11,374,566 29,738 622 — 
Proposal 3
The Corporation’s stockholders approved the 2023 compensation of the Corporation’s named executive officers on a non-binding, advisory basis.
ForAgainstAbstainBroker Non-Vote
10,044,244 92,182 3,655 1,264,845 







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

                    
COMSTOCK HOLDING COMPANIES, INC.
Date: June 14, 2024By:/s/ CHRISTOPHER CLEMENTE
Christopher Clemente
Chairman and Chief Executive Officer


v3.24.1.1.u2
Cover
Jun. 12, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 12, 2024
Entity Registrant Name Comstock Holding Companies, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 1-32375
Entity Tax Identification Number 20-1164345
Entity Address, Address Line One 1900 Reston Metro Plaza
Entity Address, Address Line Two 10TH Floor
Entity Address, City or Town Reston
Entity Address, State or Province VA
Entity Address, Postal Zip Code 20190
City Area Code (703)
Local Phone Number 230-1985
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $0.01
Trading Symbol CHCI
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001299969
Amendment Flag false
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