UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC ~~D.C.~~ 20549

Form 8-K

CURRENT REPORT PURSUANT TO

~~Pursuant to Section~~ SECTION 13 orOR 15(d) OF ~~of the Securities Exchange Act of 1934~~THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported): June 14, 2024 (June 11, 2024)~~1934

Date of report (Date of earliest event reported): July 25, 2024 (July 24, 2024)

Trinity Place Holdings Inc.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~ Specified in ~~its charter~~ Charter)

Delaware	001-08546	22-2465228
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

340 Madison Avenue, New York, New York 10173

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices) (Zip Code)

(212) 235-2190

(Registrant’s telephone number, including area code)

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since last~~Since ~~report~~Last Report)

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

Title of Each Class		Trading Symbol		Name of each exchange on which registered
Common Stock $0.01 Par Value Per Share		TPHS		NYSE American

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock $0.01 Par Value Per Share		TPHS		NYSE American

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~In accordance with the terms~~On ~~and conditions of the Stock Purchase Agreement~~July 24, ~~dated as of January 5,~~ 2024, ~~by and between~~ Trinity Place Holdings Inc. (the “Company”)~~, TPHS~~ ~~Lender~~held ~~LLC~~its ~~(the~~2024 ~~“Company~~Annual ~~Investor”)~~Meeting ~~and~~of ~~TPHS~~Stockholders ~~Investor LLC~~ (the “JV2024 Annual ~~Investor~~Meeting”), ~~and~~at ~~together~~which ~~with the~~shareholders ~~Company Investor~~approved, ~~the~~among ~~“Investor”)~~other things, asan ~~amended~~amendment onto ~~January 30, 2024,~~ the ~~Investor~~Trinity ~~selected~~Place ~~Daniel~~Holdings CInc. ~~Bartok~~2015 ~~as one~~Stock ofIncentive ~~its~~Plan ~~director~~to ~~designees,~~increase ~~and~~the onnumber ~~June~~of ~~11,~~shares ~~2024,~~of ~~upon~~common ~~the~~stock ~~recommendation~~available offor ~~the~~awards ~~Nominating~~under ~~and~~such ~~Corporate~~plan ~~Governance~~by ~~Committee~~2,000,000 ~~the~~shares ~~board~~(as amended, ofthe ~~directors~~“Amended Plan”). A description of the ~~Company~~Amended ~~elected~~Plan ~~Mr.~~is ~~Bartok as~~included ain ~~director.~~the ~~Mr.~~Company’s ~~Bartok was~~definitive ~~appointed~~Proxy asStatement on aSchedule ~~member~~14A offiled with the ~~Compensation~~Securities ~~Committee~~ and ~~Nominating~~Exchange ~~and~~Commission ~~Corporate~~on ~~Governance~~June 14, ~~Committee~~2024 of (the ~~board~~“Proxy ofStatement”), ~~directors.~~which description ~~Mr. Bartok~~ is ~~currently~~incorporated ~~engaged~~herein asby anreference. ~~independent~~Such ~~consultant to~~description ~~Davidson~~does ~~Kempner~~not ~~Hawthorne~~purport ~~Partners~~to ~~LLC~~be complete, ~~which~~and is anqualified ~~affiliate~~in ofits ~~the~~entirety ~~Investor. Mr. Bartok will~~by bereference ~~compensated~~to inthe ~~accordance~~Amended ~~with~~Plan, ~~the~~a ~~Company’s~~copy ~~standard~~of ~~compensation~~which ~~policies~~is ~~and~~attached ~~practices~~hereto ~~for~~as ~~non-employee directors~~Exhibit 10.1.

~~In addition,~~Item ~~on June 11, 2024, Patrick J~~5. ~~Bartels, Jr~~07. ~~tendered~~Submission ~~his resignation from the board~~ of ~~directors~~Matters ~~of the Company, effective immediately. There are no disagreements between Mr. Bartels and the Company relating~~ to ~~the~~a ~~Company’s~~Vote ~~operations,~~of ~~policies~~Security ~~or practices that resulted in Mr~~Holders. ~~Bartels’ decision to resign.~~

~~SIGNATURES~~On July 24, 2024, the Company held its 2024 Annual Meeting. The final voting results for each of the matters submitted to a stockholder vote at the 2024 Annual Meeting are set forth below:

~~Pursuant~~1. toThe holders of the ~~requirements~~Company’s ofcommon stock elected one director to serve a two-year term until the ~~Securities Exchange~~Company’s ~~Act~~2026 annual meeting of ~~1934,~~stockholders ~~the~~and ~~registrant~~until ~~has~~his successor is duly ~~caused~~elected ~~this~~and ~~report~~qualified toor behis ~~signed~~earlier onresignation ~~its~~or ~~behalf~~removal, bybased on the ~~undersigned~~following ~~hereunto~~voting ~~duly authorized.~~results:

	TRINITY PLACE HOLDINGS INC.
Director		For	Against	Abstentions	Broker Non-Votes
Date: June 14, 2024	/s/ Steven Kahn
Alexander C. Matina		48,360,062	0	477,128	7,756,491
	Steven Kahn
	Chief Financial Officer

The holder of the Company’s single share of special stock elected one director to serve a two-year term until the Company’s 2026 annual meeting of stockholders and until her successor is duly elected and qualified or her earlier resignation or removal, based on the following voting results:

Director	For	Against	Abstentions	Broker Non-Votes
Joanne Minieri	1	0	0	0

2.	The holders of the Company’s common stock ratified the selection of BDO USA, P.C. as the Company’s independent auditors for the year ending December 31, 2024, based on the following voting results:

For	Against	Abstentions	Broker Non-Votes
56,201,312	313,839	78,530	0

3.	The holders of the Company’s common stock approved, on an advisory basis, the compensation of the Company’s named executive officers, based on the following voting results::

For	Against	Abstentions	Broker Non-Votes
47,351,410	1,471,308	14,472	7,756,491

4.	The holders of the Company’s common stock approved the Amended Plan, based on the following voting results:

For	Against	Absentions	Broker Non-Votes
47,583,691	1,235,555	17,944	7,756,491

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description

10.1		Trinity Place Holdings Inc. 2015 Stock Incentive Plan (as amended, effective June 11, 2024)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	TRINITY PLACE HOLDINGS INC.

Date: July 25, 2024	/s/ Steven Kahn
	Steven Kahn
	Chief Financial Officer

Filing Compare · Trinity Place Holdings Inc.