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 24, 2024

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)

5 Steeple Street, Unit 303

Providence, R.I. 02903

(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	Name of each exchange 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 5.07.

Submission of Matters to a Vote of Security Holders.

On April 24, 2024, Capital Properties, Inc. (the “Registrant”) held its 2024 Annual Meeting of Shareholders (the “Meeting”) in Providence, Rhode Island. Of the 6,599,912 shares of the Registrant’s Class A common stock outstanding as of the record date, 5,074,228 shares of Class A common stock were present or represented by proxy at the Meeting.

At the Meeting, the shareholders voted to elect three directors to serve for terms of one year and until their successors are elected and qualified. The voting results from the Meeting were as follows:

Election of Directors:


	For		Withheld
Robert H. Eder		5,011,253		62,975
Daniel T. Noreck		5,011,620		62,608
Steven G. Triedman		5,011,002		63,226

SIGNATURE

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: April 25, 2024

/s/ Susan R. Johnson

Susan R. Johnson

CAPITAL PROPERTIES INC /RI/ 8-K