CTO Realty Growth, Inc. Form 8-K Summary
Business Context and Reporting Period
This Form 8-K reports on the results of the 2023 Annual Meeting of Stockholders held on June 21, 2023. CTO Realty Growth, Inc. is a Maryland corporation with its principal executive offices in Winter Park, Florida. The company's common stock and preferred stock trade on the NYSE under the symbols CTO and CTO PrA, respectively.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder voting results. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes and Voting Results
The following proposals were approved by stockholders at the Annual Meeting:
- Election of Directors: Six directors were elected to serve until the 2024 Annual Meeting. Voting results varied by candidate, with "For" votes ranging from approximately 10.7 million to 12.5 million out of total votes cast.
- Ratification of Auditors: Stockholders ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm for fiscal year 2023 (16,902,599 For vs. 347,988 Against).
- Say-on-Pay Vote: Stockholders approved, on an advisory basis, the compensation of named executive officers (12,266,145 For vs. 366,946 Against).
- Say-on-Pay Frequency: Stockholders approved holding the Say-on-Pay Vote annually. Consequently, the Company will hold future Say-on-Pay votes every year.
- Equity Incentive Plan: Stockholders approved the Fifth Amended and Restated 2010 Equity Incentive Plan, replacing the previous Fourth Amended and Restated plan (11,797,579 For vs. 841,228 Against).
Guidance, Outlook, and Risks
This filing does not contain management guidance, financial outlook, risk factors, contingencies, or unusual items. The report is limited to the disclosure of shareholder voting outcomes.
Key Facts for Investor Verification
- Verify the specific vote counts for each director candidate, as "Against" votes ranged from approximately 262,000 to 1.98 million.
- Confirm the terms of the newly approved Fifth Amended and Restated 2010 Equity Incentive Plan in the definitive proxy statement dated April 28, 2023.
- Note that the company has committed to annual Say-on-Pay votes based on the shareholder advisory recommendation.
- Review the definitive proxy statement for detailed descriptions of the proposals and director biographies.