Trinity Place Holdings Inc

DEF 14A 1 tm2417026-1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549​

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SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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Trinity Place Holdings Inc.

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(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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340 Madison Avenue, Suite 3C

New York, New York 10173

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of Trinity Place Holdings Inc., a Delaware corporation (the “Company”), will be held virtually and conducted via live webcast on Wednesday, July 24, 2024 beginning at 10:00 a.m. New York City time for the following purposes:

The election of Alexander C. Matina as a Class II member of our Board of Directors by the holders of our common stock and the election of Joanne M. Minieri as a Class II member of our Board of Directors by the holder of our special stock;

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The ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the calendar year ending December 31, 2024;

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The approval, on an advisory basis, of the compensation of the Company’s named executive officers;

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The approval of an amendment to the Company’s 2015 Stock Incentive Plan to increase the number of shares of common stock available for awards by 2,000,000 shares; and

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The transaction of such other business, if any, as may properly come before the meeting.

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Stockholders of record at the close of business on May 28, 2024 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement of the meeting.

This year’s Annual Meeting will be held virtually and will be conducted live via webcast. You will be able to attend the virtual Annual Meeting online and submit your questions during the virtual Annual Meeting by visitingwww.virtualshareholdermeeting.com/TPHS2024. You will also be able to vote your shares electronically at the virtual Annual Meeting.

Whether or not you plan to attend the virtual Annual Meeting, please vote your shares by proxy. You may vote by proxy over the telephone or the Internet as instructed in the accompanying proxy statement. If you received a proxy card or voting instruction form by mail, you may submit your proxy card or voting instruction form by completing, signing, dating and mailing your proxy card or voting instruction form in the envelope provided. Any stockholder attending live via webcast may vote at the virtual Annual Meeting, even if you already returned a proxy card or voting instruction form or voted by proxy over the telephone or the Internet. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the virtual Annual Meeting, you must obtain a proxy issued in your name from such broker, bank or other agent.

By order of the Board of Directors,

/s/ Richard G. Pyontek

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Richard G. Pyontek

Corporate Secretary

New York, New York

June 14, 2024

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be Held on July 24, 2024:

Our Proxy Statement and Annual Report to Stockholders

will be available on or about June 14, 2024 on our website atwww.trinityplaceholdings.com

under the Investor Relations tab or throughwww.proxyvote.com.

YOUR VOTE IS IMPORTANT