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    CTO Realty Growth Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/20/25 4:30:33 PM ET
    $CTO
    Real Estate Investment Trusts
    Real Estate
    Get the next $CTO alert in real time by email
    CTO Realty Growth, Inc._June 18, 2025
    0000023795false0000023795us-gaap:CumulativePreferredStockMember2025-06-182025-06-180000023795us-gaap:CommonStockMember2025-06-182025-06-1800000237952025-06-182025-06-18

     

     

    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): June 18, 2025

    CTO Realty Growth, Inc.

    (Exact name of registrant as specified in its charter)

    ​

    ​

    ​

    ​

    ​

    ​

     

     

     

     

     

     

    Maryland

    (State or other jurisdiction of incorporation)

    001-11350

    (Commission File Number)

    59-0483700

    (IRS Employer Identification No.)

     

    369 N. New York Avenue,

    Suite 201

    Winter Park, Florida

    (Address of principal executive offices)

    32789

    (Zip Code)

     

    Registrant’s telephone number, including area code: (407) 904-3324

     

    Not Applicable

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

     

    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:

    ☐ 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))

    Securities registered pursuant to Section 12(b) of the Act:

     

    .01

     

     

     

     

     

    Title of each class:

        

    Trading Symbols

        

    Name of each exchange on which registered:

    Common Stock, $0.01 par value per share

     

    CTO

     

    NYSE

    ​

    6.375% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share

    ​

    ​

    CTO-PA

    ​

    ​

    NYSE

     

    Indicate by check mark whether the registrant is an emerging growth company 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 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of CTO Realty Growth, Inc. (the “Company”) was held on June 18, 2025. At the 2025 Annual Meeting, the Company’s stockholders (i) elected John P. Albright, George R. Brokaw, Christopher J. Drew, Laura M. Franklin, R. Blakeslee Gable and Christopher W. Haga to serve as members of the board of directors of the Company until the Company’s 2026 Annual Meeting of Stockholders; (ii) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and (iii) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers (the “Say-on-Pay Vote”).

    The proposals below are described in detail in the Company’s definitive proxy statement dated April 28, 2025. The voting results for each proposal are as follows:

    Proposal 1 – Election of Directors:

    DIRECTOR

    FOR

    AGAINST

    ABSTAIN

    BROKER
    NON-VOTES

    John P. Albright‌

    18,702,969

    576,843

    50,571

    6,302,087

    George R. Brokaw‌

    18,645,332

    591,060

    93,992

    6,302,087

    Christopher J. Drew‌

    18,048,078

    1,154,115

    128,190

    6,302,087

    Laura M. Franklin‌

    18,434,052

    805,101

    91,230

    6,302,087

    R. Blakeslee Gable‌

    16,577,735

    2,621,398

    131,250

    6,302,087

    Christopher W. Haga‌

    18,057,051

    1,155,166

    118,166

    6,302,087

    Proposal 2 – Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2025:

    FOR

    AGAINST

    ABSTAIN

    25,042,069

    437,282

    153,120

    Proposal 3 – The Say-on-Pay Vote:

    FOR

    AGAINST

    ABSTAIN

    BROKER
    NON-VOTES

    18,335,194

    816,340

    178,850

    6,302,087

    ​

    ​

    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: June 20, 2025

    ​

    CTO Realty Growth, Inc.

    ​

    By: /s/ John P. Albright

    John P. Albright, President and Chief Executive Officer

    ​

     

    ​

    ​

    ​

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