bbxi20230516c

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): May 16, 2023

BBX CAPITAL, INC.

(Exact name of registrant as specified in its charter)

Florida		000-56177		82-4669146
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

201 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida				33301
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: 954-940-4900

Not applicable

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act: None

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 (see General Instruction A.2. below):

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

The 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of BBX Capital, Inc. (the “Company”) was held on May 16, 2023. At the Annual Meeting, the Company’s shareholders approved the election of the twelve director candidates nominated for election by the Company’s Board of Directors, each for a term expiring at the Company’s 2024 Annual Meeting of Shareholders. Pursuant to the Company’s Articles of Incorporation, holders of the Company’s Class A Common Stock and Class B Common Stock were entitled to one vote per share and 10.49 votes per share, respectively, on the matter presented at the Annual Meeting. A summary of the voting results, as certified by the Inspector of Election for the Annual Meeting, Laurel Hill Advisory Group, LLC, is set forth below.

Proposal 1: Election of Directors


Director Nominee	Votes For		Votes Withheld		Broker Non- Votes
Alan B. Levan		43,964,868		1,401,842	N/A
John E. Abdo		43,964,888		1,401,822	N/A
Jarett S. Levan		43,972,284		1,394,426	N/A
Seth M. Wise		43,976,972		1,389,738	N/A
Marcia Barry-Smith		43,967,954		1,398,756	N/A
Norman H. Becker		44,154,633		1,212,077	N/A
Andrew R. Cagnetta, Jr.		43,972,990		1,393,720	N/A
Steven M. Coldren		43,963,984		1,402,726	N/A
Gregory A. Haile		43,972,501		1,394,209	N/A
Willis N. Holcombe		44,161,870		1,204,840	N/A
Anthony P. Segreto		43,970,345		1,396,365	N/A
Neil Sterling		43,972,382		1,394,328	N/A

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.

Date: May 17, 2023

	BBX Capital, Inc.


	By:	/s/ Brett Sheppard
		Brett Sheppard
		Chief Financial Officer