Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Shareholders for J.W. Mays, Inc. held on November 25, 2025. The filing details the results of shareholder votes on corporate governance, director elections, auditor ratification, and executive compensation matters.
Key Financial Metrics
This filing is a current report regarding shareholder voting results and does not contain financial statements. Consequently, data regarding revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Material Changes and Voting Results
Shareholders approved all proposals presented at the meeting. Key voting outcomes include:
- Board Size: Fixed the number of directors at seven (1,535,244 For; 73,845 Against).
- Director Elections: All seven nominees were elected. Notable vote counts included Jennifer L. Caruso (1,394,506 For) and Robert L. Ecker (1,395,904 For).
- Auditor Ratification: Ratified Prager Metis CPA's, LLP as the independent registered public accounting firm for the fiscal year ending July 31, 2026 (1,535,293 For; 73,799 Against).
- Executive Compensation: Approved the advisory vote on Named Executive Officer compensation (1,394,502 For; 56,040 Against).
- Compensation Vote Frequency: Shareholders voted to hold future advisory votes on executive compensation every one year (1,387,851 votes).
Management Commentary, Risks, and Unusual Items
Consulting Agreement: The filing discloses a renewed consulting agreement with director Mark S. Greenblatt, effective October 1, 2025. Under the terms:
- Mr. Greenblatt will be paid $10,000 per month, commencing January 1, 2026.
- The agreement is on a month-to-month basis with a 30-day written notice termination clause.
- His role includes consulting on the review and analysis of the Company's financial performance and results of operations.
No other risks, contingencies, or unusual items were disclosed in this specific filing.
Investor Verification Checklist
- Verify the total number of shares outstanding to contextualize the voting percentages.
- Review the upcoming 10-K or 10-Q for the fiscal year ending July 31, 2026, to assess the financial impact of the new consulting agreement with Mark S. Greenblatt.
- Confirm the independence status of the newly ratified auditor, Prager Metis CPA's, LLP.
- Monitor future filings for the implementation of the annual executive compensation advisory vote schedule.