Chiron Real Estate Inc. filed SEC Form 8-K: Leadership Update, Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): May 20, 2026 (
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Mr. Charles Fitzgerald to the Board of Directors
(d) On May 20, 2026, the Board of Directors (the “Board”) of Chiron Real Estate Inc. (the “Company”) approved an increase in the number of directors constituting the Board from six to seven directors and appointed Charles Fitzgerald to serve as a director of the Company, effective as of the same day, to serve until the Company’s 2027 Annual Meeting of Stockholders and until his successor is duly elected and qualified. Mr. Fitzgerald will serve on the Board’s Compensation Committee and Nominating and Corporate Governance Committee.
Mr. Fitzgerald, age 51, has served as the Founder and Managing Partner of Maewyn Capital Partners LLC since January 2025. From 2011 until December 2024, Mr. Fitzgerald served as the Founder, Managing Partner and Co-Portfolio Manager of V3 Capital Management LP. Prior to that, Mr. Fitzgerald held senior investment roles at High Rise Capital Management, JP Morgan Fleming Asset Management and Prudential Real Estate Investors. Mr. Fitzgerald has nearly 30 years of experience investing across public and private real estate markets. Mr. Fitzgerald has served as a director of FrontView REIT, Inc. (NYSE: FVR) since November 2025, and currently serves as a member of the Nominating Committee. Mr. Fitzgerald also currently serves on the board of Vibrant Emotional Health, a nonprofit focused on emotional wellness and the administrator of the national 988 suicide crisis lifeline. Mr. Fitzgerald holds a Bachelor of Arts in Finance and Economics from Northern State University and is a CFA charterholder.
Upon his appointment, Mr. Fitzgerald became eligible to receive the annual compensation granted to the Company’s independent directors for the year beginning with the Company’s 2026 Annual Meeting of Stockholders. See the Company’s proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2026, in the section entitled “Compensation of Directors,” for a detailed description of the 2025 compensation arrangements for the Company’s independent directors. In addition, the Company will enter into a standard indemnification agreement with Mr. Fitzgerald, a form of which was filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 2, 2026.
The Board determined that Mr. Fitzgerald is “independent” as defined under the listing standards of the New York Stock Exchange, applicable SEC rules and regulations and the Company’s corporate governance guidelines. There are no family relationships between Mr. Fitzgerald and any director or executive officer of the Company, and except as described in Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on May 8, 2026, which description is incorporated herein by reference, including Mr. Fitzgerald’s indirect interest in the transaction through his role as Managing Partner of Maewyn Capital Partners LLC, the investment manager to Maewyn XRN LP, a party to such transaction, there are no arrangements or understandings between Mr. Fitzgerald and any other persons or entities pursuant to which Mr. Fitzgerald was appointed as director of the Company, and there are no transactions involving Mr. Fitzgerald, on the one hand, and the Company, on the other hand, that would require disclosure under Item 404(a) of Regulation S-K.
Approval of Amendments to the Company’s 2016 Equity Incentive Plan
(e) As described below under Item 5.07, at the Company’s 2026 annual meeting of stockholders held on May 20, 2026 (the “2026 Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s 2016 Equity Incentive Plan (the “Plan”) to (i) extend the term of the Plan through May 20, 2036 and (ii) increase the number of shares reserved for issuance thereunder by 300,000 shares, which was previously approved by the Board. The Plan is described in detail under “Proposal 3 – Amendment to 2016 Equity Incentive Plan” in the Company’s proxy statement filed with the SEC on April 8, 2026, and the foregoing description is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 20, 2026, the Company held the 2026 Annual Meeting. At the 2026 Annual Meeting, the Company’s stockholders: (i) elected the six nominated directors to the Company’s Board of Directors, each to serve until the Company’s 2027 annual meeting of stockholders and until her or his successor is duly elected and qualifies, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, (iii) approved an amendment to the Plan to (x) extend the term of the Plan through May 20, 2036 and (y) increase the number of shares reserved for issuance thereunder by 300,000 shares and (iv) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The full results of the matters voted on at the 2026 Annual Meeting are set forth below:
Proposal 1 — Election of Directors:
| Nominee for Director | For | Against | Abstain | Broker Non-Votes | ||||||||
| Jeffrey M. Busch | 7,277,385 | 382,226 | 13,027 | 2,422,487 | ||||||||
| Matthew Cypher | 7,540,152 | 101,738 | 30,752 | 2,422,483 | ||||||||
| Mark Decker, Jr. | 7,431,868 | 210,788 | 29,984 | 2,422,485 | ||||||||
| Zhang Huiqi | 6,793,234 | 844,930 | 34,471 | 2,422,490 | ||||||||
| Paula R. Crowley | 7,536,881 | 102,357 | 33,400 | 2,422,487 | ||||||||
| Lori Wittman | 7,567,968 | 72,400 | 32,274 | 2,422,483 |
Proposal 2 — Advisory Vote on Named Executive Officer Compensation:
| For | Against | Abstain | Broker Non-Votes | |||
| 7,144,118 | 394,460 | 134,058 | 2,422,489 |
Proposal 3 — Amendment to the Company’s 2016 Equity Incentive Plan to (i) Extend the Term of the Plan through May 20, 2036 and (ii) Increase the Number of Shares Reserved For Issuance Thereunder by 300,000 Shares:
| For | Against | Abstain | Broker Non-Votes | |||
| 7,216,183 | 397,215 | 59,237 | 2,422,490 |
Proposal 4 — Ratification of Appointment of Independent Registered Public Accounting Firm:
| For | Against | Abstain | Broker Non-Votes | |||
| 10,009,663 | 46,235 | 39,227 | 0 |
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on May 20, 2026 regarding, among other things, Mr. Fitzgerald’s appointment to the Company’s Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.
Such press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, as well as Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Chiron Real Estate Inc. 2016 Equity Incentive Plan (as amended through May 20, 2026) (incorporated by reference to Appendix A of Chiron Real Estate Inc.’s Definitive Proxy Statement on Schedule 14A, filed on April 8, 2026) | |
| 99.1* | Press Release dated May 20, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Furnished herewith.
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.
| Chiron Real Estate Inc. | ||
| By: | /s/ Jamie A. Barber | |
| Jamie A. Barber | ||
| Secretary and General Counsel | ||
Date: May 20, 2026