Submission of Matters to a Vote of Security Holders Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 24, 2024, Trinity Place Holdings Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"), at which shareholders approved, among other things, an amendment to the Trinity Place Holdings Inc. 2015 Stock Incentive Plan to increase the number of shares of common stock available for awards under such plan by 2,000,000 shares (as amended, the "Amended Plan"). A description of the Amended Plan is included in the Company's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 14, 2024 (the "Proxy Statement"), which description is incorporated herein by reference. Such description does not purport to be complete, and is qualified in its entirety by reference to the Amended Plan, a copy of which is attached hereto as Exhibit 10.1.