| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
Appointment of Isaac Kalish to succeed David
W. Kalish as Chief Financial Officer
On June 13, 2023, Isaac Kalish, a Senior Vice
President, was appointed to serve also as our Chief Financial Officer (i.e., our principal financial officer), succeeding David
W. Kalish in such position. David W. Kalish will serve as Senior Vice President-Financial.
Isaac Kalish, a certified public accountant, has
served as our Senior Vice President since 2022, as Vice President from 2013 through 2022, and as Assistant Treasurer since 2007.
He has served as Treasurer of the managing general partner of Gould Investors since 2013, as its Assistant Treasurer from 2012 through
2013, as Vice President and Treasurer of BRT Apartments Corp. since 2013, and as its Assistant Treasurer from 2009 through 2013. Mr. Kalish
is the son of David W. Kalish.
Retirement of Karen Dunleavy; Appointment of
Mili Mathew
Effective as of the close of business on June 15,
2023, Karen Dunleavy will retire as Senior Vice President-Financial and Chief Accounting Officer. Mili Mathew, Vice President-Financial,
will succeed Ms. Dunleavy as our Chief Accounting Officer. Ms. Mathew, a certified public accountant, has served (and will continue to
serve) as our Vice President—Financial, since 2022, as Assistant Vice President—Financial, from 2020 through 2022, and has
been employed by us since 2014.
Appointment of Justin Clair
On June 13, 2023, Justin Clair was appointed as
an Executive Vice President. Mr. Clair has served as Senior Vice President — Acquisitions, from 2019 through 2023, as Vice President
from 2014 through 2019, as Assistant Vice President from 2010 through 2014, and has been employed by us since 2006.
Amendments to the 2019 Incentive Plan and 2016
Incentive Plan
On June 13, 2023, we amended and restated our 2016
Incentive Plan (the “2016 Plan”) and our 2019 Incentive Plan (the “2019 Plan”; and together with the 2016 Plan,
the “Plans”), to be consistent with our 2022 Incentive Plan in the treatment of “parachute payments” (within the
meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)). Specifically, the Plans were amended
principally to provide that if any payment that a participant in such plan would otherwise receive from us constitutes a parachute payment
and as a result would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such payment
will either (i) be reduced to an amount equal to the largest portion of such payment that would result in no portion of such payment (after
reduction) being subject to the Excise Tax or (ii) not be reduced, whichever approach, after taking into account all applicable taxes
(including the Excise Tax), results in such participant’s receipt, on an after-tax basis, of the greatest amount of such payment.
The foregoing summary of the amendments to the Plans
is qualified in its entirety by reference to the Plans which are filed herewith as exhibits.
| Item 5.07 | Submission
of Matters to a Vote of Security Holders. |
At our annual meeting of stockholders (the “Annual
Meeting”), the stockholder’s approved (i) the election of Messrs. Biederman, Callan and J. Gould, (ii) by non-binding advisory
vote, executive compensation for the year ended December 31, 2022, (iii) by non-binding advisory vote, one year as the frequency as to
which a proposal seeking approval of executive compensation should be presented to our stockholders, and (iv) the ratification of the
selection of Ernst & Young LLP as our independent auditors for 2023. Set forth are the voting results with respect to each proposal:
Proposal 1 – Election of Directors
To elect the directors named below for a term expiring
at the 2026 annual meeting of stockholders:
| | |
For | | |
Against | | |
Abstain | | |
Broker
Non-Votes | |
| Charles L. Biederman | |
| 10,333,679 | | |
| 4,336,087 | | |
| 74,908 | | |
| 2,348,086 | |
| Patrick J. Callan, Jr. | |
| 14,432,065 | | |
| 260,678 | | |
| 51,931 | | |
| 2,348,086 | |
| Jeffrey A. Gould | |
| 13,754,786 | | |
| 938,427 | | |
| 51,461 | | |
| 2,348,086 | |
Proposal 2 – Advisory Vote on Executive Compensation
To approve, by non-binding vote, executive compensation
for the year ended December 31, 2022:
| For | | |
Against | | |
Abstain | | |
Broker
Non-Votes | |
| | 11,904,293 | | |
| 2,705,766 | | |
| 134,615 | | |
| 2,348,086 | |
Proposal 3 – Advisory Vote on the Frequency of Holding Future
Advisory Votes on Executive Compensation
To approve, by non-binding vote, the frequency
of future non-binding votes on executive compensation:
| One Year | | |
Two Years | | |
Three Years | | |
Abstain | | |
Broker Non-Vote | |
| | 7,344,354 | | |
| 180,533 | | |
| 7,134,230 | | |
| 85,557 | | |
| 2,348,086 | |
In light of the vote with respect to this proposal,
we have determined that the next non-binding stockholder advisory vote on executive compensation will be held in connection with the 2024
annual meeting of stockholders.
Proposal 4 – Ratification of the Selection of Independent
Registered Public Accounting Firm
To ratify the appointment of Ernst & Young
LLP as our independent registered public accounting firm for the year ended December 31, 2023:
| For | | |
Against | | |
Abstain | |
| | 16,911,400 | | |
| 128,175 | | |
| 53,185 | |