One Liberty Properties Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$OLP
Real Estate Investment Trusts
Real Estate
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 5, 2025
(Exact name of Registrant as specified in charter)
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(State or other jurisdiction of incorporation)
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(Commission file No.)
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(IRS Employer I.D. No.)
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area code: 516 -466-3100
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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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).
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 standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 5 – Corporate Governance and Management
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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At our annual meeting of stockholders (the
“Annual Meeting”), the stockholder’s approved (i) the election
of Matthew J. Gould, J. Robert Lovejoy and Karen A. Till, (ii) by non-binding advisory vote, executive compensation for the year ended December 31, 2024, (iii) the ratification of the selection of Ernst & Young LLP as our independent auditors
for 2025 and (iv) the 2025 Incentive Plan. 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 2028 annual meeting of stockholders:
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For
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Against
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Abstain
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Broker
Non-Votes
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Matthew J. Gould
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14,239,249 | 789,715 | 51,624 | 2,119,640 | |||
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J. Robert Lovejoy
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14,255,339 |
772,857 |
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52,392 | 2,119,640 | ||
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Karen A. Till
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13,956,658 | 1,070,399 | 53,531 | 2,119,640 |
Proposal 2 – Advisory Vote on Executive Compensation
To approve, by non-binding vote, executive compensation for the year ended December 31, 2024:
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For
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Against
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Abstain
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Broker
Non-Votes
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| 14,598,317 | 363,767 | 118,504 | 2,119,640 |
Proposal 3 – 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, 2025:
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For
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Against
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Abstain
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| 17,071,134 |
102,694 | 26,400 |
Proposal 4 – The Approval of One Liberty Properties, Inc. 2025 Incentive Plan
To approve the 2025 Incentive Plan pursuant to which, among other things, up to 750,000 shares of common stock may be issued:
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For
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Against
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Abstain
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Broker
Non-Votes
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| 13,144,321 |
1,794,510 | 141,757 |
2,119,640 |
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Section 8.01 – Other Events
| Item 8.01 |
Other Events
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During the second quarter of 2025, a consolidated joint venture in which we hold a 90% interest entered into definitive agreements to sell the Marston Park Plaza Shopping Center in Lakewood, Colorado, for $21.4 million. Upon closing these transactions, we expect to realize net proceeds of approximately $12 million and generate an aggregate gain of approximately $5.0 million. In 2024, these assets generated $2.2 million in rental income, and incurred $853,000 in real estate operating expenses, $573,000 in depreciation and amortization expense, and $269,000 in interest expense.
We anticipate using the net proceeds from these sales to reduce our credit facility balance by approximately $10 million to approximately $5 million. We expect these transactions to close, subject to the satisfaction of customary
closing conditions, by the end of the third quarter 2025.
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| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
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No.
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Description of Exhibit
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2025 Incentive Plan
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101
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Cover Page Interactive Data File – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the
Inline XBRL document.
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104
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
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SIGNATURE
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.
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ONE LIBERTY PROPERTIES, INC.
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Date: June 9, 2025
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By:
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/s/ Isaac Kalish
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| Isaac Kalish |
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| Senior Vice President and |
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| Chief Financial Officer |
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