Seaport Entertainment Group Inc.

Current report (Form 8-K) · Jun 12, 2026 · Item 5.07

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Item 5.07

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Jun 12, 2026

Overview Analysis Documents(6)Full text

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8-K

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seg-20260608x8k.htm

Document text
8-K · seg-20260608x8k.htm iXBRL 0002009684 2026-06-08 2026-06-08 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 8, 2026 SEAPORT ENTERTAINMENT GROUP INC. (Exact name of registrant as specified in charter) Delaware 001-42113 99-0947924 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 199 Water Street , 28th Floor 10038 New York , NY (Zip code) (Address of principal executive offices) Registrant’s telephone number, including area code: ( 212 ) 732-8257 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 Common stock, par value $0.01 per share SEG NYSE 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 8, 2026, Seaport Entertainment Group Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter. Proposal 1: Election of Directors The Company’s stockholders elected Matthew M. Partridge, Michael A. Crawford, Monica S. Digilio, David Z. Hirsh and Anthony F. Massaro as members of the Company’s board of directors to serve until the Company’s 2027 annual meeting of stockholders and until their respective successors have been duly elected and qualified. The results of the vote were as follows: Nominee For Withheld Broker Non-Votes Matthew M. Partridge 8,635,033 65,026 2,745,719 Michael A. Crawford 7,721,981 978,078 2,745,719 Monica S. Digilio 7,743,628 956,431 2,745,719 David Z. Hirsh 7,749,094 950,965 2,745,719 Anthony F. Massaro 8,588,606 111,453 2,745,719 Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm 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, 2026. The results of the vote were as follows: For Against Abstain Broker Non-Votes 11,432,243 2,031 11,504 -- Based on the foregoing votes, the five director nominees were elected and Proposal 2 was approved. No other matters were submitted for stockholder action at the Annual Meeting. SIGNATURE 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. Dated: June 12, 2026 SEAPORT ENTERTAINMENT GROUP INC. By: /s/ Lucy Fato Name: Lucy Fato Title: EVP, General Counsel & Corporate Secretary

Document text

8-K · seg-20260608x8k.htm iXBRL

0002009684 2026-06-08 2026-06-08
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 8, 2026
SEAPORT ENTERTAINMENT GROUP INC.
(Exact name of registrant as specified in charter)

Delaware
001-42113
99-0947924

(State or other jurisdiction
(Commission File Number)
(IRS Employer

of incorporation)

Identification No.)

199 Water Street , 28th Floor
10038

New York , NY
(Zip code)

(Address of principal executive offices)

Registrant’s telephone number, including area code: ( 212 ) 732-8257
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

Common stock, par value $0.01 per share

SEG

NYSE

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 8, 2026, Seaport Entertainment Group Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter.
Proposal 1: Election of Directors
The Company’s stockholders elected Matthew M. Partridge, Michael A. Crawford, Monica S. Digilio, David Z. Hirsh and Anthony F. Massaro as members of the Company’s board of directors to serve until the Company’s 2027 annual meeting of stockholders and until their respective successors have been duly elected and qualified. The results of the vote were as follows:
Nominee
For
Withheld
Broker Non-Votes

Matthew M. Partridge
8,635,033
65,026
2,745,719

Michael A. Crawford
7,721,981
978,078
2,745,719

Monica S. Digilio
7,743,628
956,431
2,745,719

David Z. Hirsh
7,749,094
950,965
2,745,719

Anthony F. Massaro
8,588,606
111,453
2,745,719

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
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, 2026. The results of the vote were as follows:
For
Against
Abstain
Broker Non-Votes

11,432,243
2,031
11,504
--

Based on the foregoing votes, the five director nominees were elected and Proposal 2 was approved.
No other matters were submitted for stockholder action at the Annual Meeting.

SIGNATURE
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.

Dated: June 12, 2026
SEAPORT ENTERTAINMENT GROUP INC.

By:
/s/ Lucy Fato

Name:
Lucy Fato

Title:
EVP, General Counsel & Corporate Secretary

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