Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 21, 2023, Trinity Place Holdings Inc. (the "Company") held its annual meeting of stockholders. The final voting results for each of the matters submitted to a stockholder vote at the annual meeting are set forth below:





1.  The holders of the Company's common stock elected three directors to each
    serve a two-year term until the Company's 2025 annual meeting of stockholders
    and until his successor is duly elected and qualified or his earlier
    resignation or removal, based on the following voting results:




Director                For           Against      Absentions       Broker Non-Votes
Alan Cohen            22,954,715             0       1,394,943              8,566,499
Matthew Messinger     23,679,342             0         670,316              8,566,499
Keith Pattiz          23,474,069             0         875,589              8,566,499




2.  The holders of the Company's common stock ratified the selection of BDO USA,
    LLP as the Company's independent auditors for the year ending December 31,
    2023, based on the following voting results:




    For           Against       Absentions      Broker Non-Votes
  32,394,479       162,031          359,647                     0




3.  The holders of the Company's common stock approved an amendment to the
    Company's 2015 Stock Incentive Plan (the "2015 Plan") to increase the number
    of shares of common stock available for awards under the 2015 Plan by
    2,000,000 shares (the "Amended Plan"), based on the following voting results:




    For            Against        Absentions       Broker Non-Votes
  22,653,582       1,675,387           20,689              8,566,499

A copy of the Amended Plan is attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.




Exhibit No.   Description
  10.1            Trinity Place Holdings Inc. 2015 Stock Incentive Plan (as amended,
              effective April 27, 2023)

104             Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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