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): ~~April~~December 2620, 2023

CAPITAL PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Rhode Island

(State or other jurisdiction ~~of incorporation)~~

001-08499		05-0386287
(Commission File Number)		(IRS Employer Identification Number)

of incorporation)


001-08499		05-0386287
(Commission File Number)		(IRS Employer Identification Number)

5 Steeple Street, Unit 303

Providence, R.I. 02903

(Address of principal executive offices)

(401) 435-7171

(Registrant’s telephone number, including area code)

N/A

(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 Class		~~Trading Symbol~~TradingSymbol		Name of each ~~exchange~~exchangeon on which registered
Class A Common Stock, $.01 par value		CPTP		OTCQX

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 51.~~07.~~01 ~~Submission~~Entry ofInto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~the Security Holders.~~Agreement

On ~~April 26~~January 9, ~~2023~~2024, Capital Properties, Inc. (the “~~Registrant~~Company”) ~~held~~entered into a Second Amendment to its ~~2023~~Lease ~~Annual~~Agreement ~~Meeting~~with ofMetropark, ~~Shareholders~~Ltd., dated January 17, 2017, as amended (the “~~Meeting~~Lease Agreement”), inpursuant ~~Providence~~to which Metropark agreed to return to a fixed monthly rental payment of $57,000 ~~Rhode~~per ~~Island.~~month Ofsubject to adjustment in accordance with the 6Lease Agreement. Additionally,~~599,912~~ ~~shares~~the ofCompany and Metropark agreed to settle the ~~Registrant~~Company’s ~~Class A~~claim ~~common~~for ~~stock~~deferred ~~outstanding~~rent asfor ofall ~~the~~prior ~~record~~periods ~~date,~~amounting 5to $1,~~639~~126,~~295~~818 ~~shares~~(which ofamount ~~Class~~had Abeen ~~common~~fully ~~stock~~reserved ~~were~~on ~~present~~the orCompany’s ~~represented~~books) for $150,000 payable by ~~proxy~~Metropark atin twenty (20) equal quarterly installments commencing on April 1, 2024 together with interest on the ~~Meeting~~unpaid balance in the amount of 4.73% per annum.

1Item 5.02. AtCompensation ~~the Meeting, the shareholders voted to elect three directors to serve for terms~~ of ~~one~~Certain ~~year and until their successors are elected and qualified. The voting results from the Meeting were as follows:~~Officers

~~Election~~On December 20, 2023 in accordance with the Company’s historical practice of ~~Directors:~~increasing executive compensation at the approximate annual increase in the Consumer Price Index (in this case 3%) the Compensation Committee voted to increase the salary of Robert H. Eder, the Company’s, Chairman, President and Chief Executive Officer to $337,100 per year and Susan R. Johnson, the Company’s Treasurer and Chief Financial Officer, to $168,700 per year, each effective January 1, 2024.

	For		Withheld
Robert H. Eder		5,559,137		80,158
Daniel T. Noreck		5,587,507		51,788
Steven G. Triedman		5,586,889		52,406

SIGNATURES

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

CAPITAL PROPERTIES, INC.

Date: May 2, 2023

/s/ Susan R. Johnson

Date: January 10, 2024

/s/ Susan R. Johnson

Susan R. Johnson

Treasurer and Chief Financial Officer

Filing Compare · CAPITAL PROPERTIES INC /RI/