UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As noted under Item 5.07 below, at the annual meeting of stockholders held on June 9, 2022 (the “Annual Meeting”), our stockholders approved our 2022 Incentive Plan.
As reported in our Annual Report on Form 10-K for the year ended December 31, 2021 and/or the definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2022 (the “Proxy Statement):
| ● | Joseph A. DeLuca did not stand for reelection as a director and accordingly his term as a director expired at our Annual Meeting; |
| ● | contemporaneously with her election at the Annual Meeting as a director with a term expiring in 2025, Ms. Till resigned as a director with a term expiring in 2023; and |
| ● | effective as of the Annual Meeting, we reduced (i) the number of members on the board to nine director positions and (ii) the number of Class 2 director positions (with a term expiring in 2023) to three directors. |
Item 5.07 Submission of Matters to a Vote of Security Holders.
At our Annual Meeting, all of the proposals presented to stockholders were approved. The proposals are described in detail in our Proxy Statement. Set forth below is a summary of the proposals and the voting results with respect thereto:
Proposal 1 – Election of Directors
To elect the directors named below for a term expiring at the 2025 annual meeting of stockholders:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| Matthew J. Gould | 13,569,006 | 968,037 | 39,321 | 2,539,776 | ||||||||||||
| J. Robert Lovejoy | 12,392,536 | 2,143,818 | 40,010 | 2,539,776 | ||||||||||||
| Karen A. Till | 11,267,307 | 3,272,270 | 36,787 | 2,539,776 | ||||||||||||
Proposal 2 – 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, 2022:
| For | Against | Abstain | ||
| 16,987,696 | 73,398 | 55,046 |
Proposal 3 – The Approval of One Liberty Properties, Inc. 2022 Incentive Plan
To approve the 2022 Incentive Plan pursuant to which, among other things, up to 750,000 shares of common stock may be issued:
| For | Against | Abstain | Broker Non-Votes | |||
| 14,027,371 | 441,237 | 107,756 | 2,539,776 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1 | 2022 Incentive Plan | |
| 101 | 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. | |
| 104 | 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.
| ONE LIBERTY PROPERTIES, INC. | ||
| Date: June 9, 2022 | By: | /s/ David W. Kalish |
| David W. Kalish | ||
| Senior Vice President and | ||
| Chief Financial Officer | ||
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