8-K
ONE LIBERTY PROPERTIES INC (OLP)
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 10, 2024
ONE
LIBERTY PROPERTIES, INC.
(Exact name of Registrant as specified in charter)
| Maryland | 001-09279 | 13-3147497 |
|---|---|---|
| (State or other jurisdiction | (Commission file No.) | (IRS Employer |
| of incorporation) | I.D. No.) | |
| 60 Cutter Mill<br> Road, Suite 303, Great Neck, New York | 11021 | |
| --- | --- | |
| (Address of principal executive<br> offices) | (Zip code) |
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):
| ☐ | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>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:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock | OLP | New York<br> Stock Exchange |
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 standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section5 – Corporate Governance and Management
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. Gellert, Fredric H. Gould and L. Siri, (ii) by non-binding advisory vote, executive compensation for the year ended December 31, 2023, and (iii) the ratification of the selection of Ernst & Young LLP as our independent auditors for 2024. Set forth are the voting results with respect to each proposal:
Proposal1 – Election of Directors
To elect the directors named below for a term expiring at the 2027 annual meeting of stockholders:
| For | Against | Abstain | Broker<br><br>Non-Votes | |
|---|---|---|---|---|
| Edward Gellert | 14,368,238 | 420,431 | 45,567 | 2,241,897 |
| Fredric H. Gould | 13,892,663 | 895,947 | 45,626 | 2,241,897 |
| Leor Sir | 11,844,605 | 2,944,188 | 45,443 | 2,241,897 |
Proposal2 – Advisory Vote on Executive Compensation
To approve, by non-binding vote, executive compensation for the year ended December 31, 2023:
| For | Against | Abstain | Broker<br> Non-Votes |
|---|---|---|---|
| 13,927,489 | 770,671 | 136,076 | 2,241,897 |
Proposal3 – 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, 2024:
| For | Against | Abstain |
|---|---|---|
| 16,944,352 | 104,357 | 27,424 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description<br> of Exhibit |
|---|---|
| 101 | Cover Page Interactive Data File – the instance<br> 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<br> 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<br> 10, 2024 | By: | /s/ Isaac Kalish |
| Isaac Kalish | ||
| Senior Vice President and | ||
| Chief Financial Officer |
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