Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 16, 2020, Drive Shack Inc. (the "Company") consummated the sale of
the Rancho San Joaquin golf course, located in Irvine, California. Gross
proceeds from the sale equaled $34.5 million, prior to taking into account
transaction fees and certain adjustments to the contract sale price based on
current assets and liabilities of the golf course at the time of sale. The
buyer of Rancho San Joaquin was a privately-held entity headquartered in
California, and did not have any material relationship with the Company or any
of its subsidiaries or affiliates or any director or officer of the registrant,
or any associate of any director or officer of the Company.
A copy of the Company's press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 8.01. Other Events.
The Company currently intends to hold its 2020 Annual Meeting of Stockholders
(the "Annual Meeting") on December 14, 2020. Additional information regarding
the Annual Meeting, including the time and location, will be provided in the
Company's proxy materials. The mailing of such proxy materials, including the
definitive proxy statement and notice of meeting, to stockholders are expected
to commence on or about November 4, 2020.
Under the rules of the U.S. Securities and Exchange Commission, the Company has
set October 29, 2020 as the deadline for submitting a shareholder proposal for
inclusion in the Company's proxy materials for the Annual Meeting pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended. Accordingly,
in order for a stockholder proposal to be considered for inclusion in the
Company's proxy materials for the Annual Meeting, the proposal must be received
by the Secretary of the Company at the Company's principal executive offices at
218 W. 18th Street, 3rd Floor, New York, New York 10011, no later than the close
of business on such date, and comply with the procedures and requirements set
forth in Rule 14a-8.
In accordance with the advance notice requirements contained in the Company's
Amended and Restated Bylaws (the "Bylaws"), for director nominations or other
business to be brought before the Annual Meeting by a stockholder, other than
Rule 14a-8 proposals described above, written notice must be delivered to the
Secretary of the Company at the same address noted above, no later than the
close of business on October 29, 2020. These stockholder notices also must
comply with the requirements of the Bylaws and will not be effective otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated October 19, 2020.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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