Equivalency stock is designed to provide Mr. Spodek and his affiliates voting rights proportional to their economic interest in our Company, which they currently hold through units of limited partnership in our Operating Partnership (“OP Units”). There is no cumulative voting in the election of our Company’s directors.
How many shares are outstanding and entitled to vote as of the Record Date?
At the close of business on the Record Date, 27,472,544 shares of Class A common stock and 27,206 shares of Voting Equivalency Stock were issued, outstanding and entitled to vote at the Annual Meeting.
Although not determinative for purposes of voting at the Annual Meeting, as of the close of business on March 31, 2026, the latest practicable date for determining the number of shares of the Company’s Class A common stock outstanding prior to the mailing of these Proxy Materials, 27,623,858 shares of the Company’s Class A common stock were issued and outstanding.
What constitutes a quorum?
The presence in person or by proxy of the stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting will constitute a quorum for the transaction of business. Abstentions and broker non-votes, if any, will be counted for purposes of determining whether a quorum is present.
What is the difference between a “stockholder of record” and a “street name” holder?
These terms describe how your shares are held. If your shares are registered directly in your name with Equiniti Trust Company, LLC, our transfer agent and registrar, you are a “stockholder of record.” If your shares are held in the name of a brokerage, bank, trust or other nominee as a custodian, you are a “street name” holder.
If you are a “street name” holder, you are considered the beneficial owner of shares held in street name and your broker or nominee is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker on how to vote your shares. You are also invited to attend the Annual Meeting and vote your shares in person; however, in order to vote your shares in person, you must provide us with a legal proxy from your bank, broker or other stockholder of record.
How do I vote?
If you are a registered stockholder, meaning that your shares are registered in your name, you have four voting options. You may vote:
• | over the Internet at the web address noted in the Notice of Internet Availability of Proxy Materials or the proxy card you received (if you have access to the Internet, we encourage you to vote in this manner); |
• | by telephone using the number noted on the proxy card you received (if you received a proxy card); |
• | by signing and dating your proxy card (if you received a proxy card) and mailing it in the prepaid, preaddressed envelope enclosed therewith; or |
• | by attending the Annual Meeting and voting in person. |
Please carefully follow the directions in the Notice of Internet Availability of Proxy Materials or the proxy card you received. Proxies submitted over the Internet or by telephone must be received by 11:59 p.m. (Eastern Time) on May 14, 2026. Proxies submitted by mail must be received by the Company by 5:00 p.m. (Eastern Time) on May 14, 2026.
If your shares are held in “street name” through a broker, bank or other nominee, please refer to your proxy card or the instructions provided by your broker, bank or other nominee regarding how to vote your shares or to revoke your voting instructions. The availability of telephone and Internet voting depends on the voting processes of the broker, bank or other nominee. Written ballots will be passed out to anyone who wants to vote at the Annual Meeting. However, if you hold your shares in street name, you must obtain a legal proxy from your broker, bank or other nominee to be able to vote in person at the Annual Meeting.
Can I vote my shares in person at the Annual Meeting?
If you are a “stockholder of record,” you may vote your shares in person at the Annual Meeting. If you hold your shares in “street name,” you must obtain a proxy from your broker, bank, trustee or nominee giving you the right to vote the shares at the Annual Meeting.
