AMREP (NYSE: AXR) shareholders back pay, auditor and annual say on pay

Rhea-AI Filing Summary

AMREP Corporation reported the results of its 2025 annual shareholder meeting. Shareholders representing 4,590,015 shares of common stock out of 5,305,949 shares outstanding and entitled to vote were present in person or by proxy.

Shareholders elected Robert E. Robotti as a Class II director to serve until the 2028 annual meeting, with 2,990,325 votes for, 283,517 withheld, and 1,316,173 broker non-votes. They also approved, on an advisory basis, the compensation of the company’s named executive officers, with 3,118,485 votes for, 153,688 against, 1,669 abstentions, and 1,316,173 broker non-votes.

Shareholders ratified the appointment of Rosenberg Rich Baker Berman, P.A. as independent registered public accounting firm for the year ended April 30, 2026, with 4,522,408 votes for, 50,991 against, and 16,616 abstentions. In addition, in an advisory vote on the frequency of future say-on-pay votes, holders favored a one-year schedule, and the board decided to hold the advisory vote on executive compensation every year.

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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):            September 11, 2025             

AMREP CORPORATION

(Exact name of registrant as specified in its charter)

Oklahoma	1-4702	59-0936128
(State or other jurisdiction of	(Commission File	(IRS Employer
incorporation)	Number)	Identification No.)

850 West Chester Pike, Suite 205, Havertown, PA	19083
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (610) 487-0905

(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 (see General Instruction A.2. below):

¨ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communication 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 of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $.10 par value	AXR	New York 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 Shareholders of AMREP Corporation (the “Company”) was held on September 11, 2025. At the meeting, shareholders holding an aggregate of 4,590,015 shares of common stock, par value $.10, of the Company out of a total of 5,305,949 shares outstanding and entitled to vote, were present in person or represented by proxy.

At the meeting, Robert E. Robotti was elected as a director of the Company in Class II by the final votes set forth opposite his name, to hold office until the 2028 Annual Meeting of Shareholders and until his successor is elected and qualified:

		Votes For		Votes Withheld		Broker Non-Votes
Robert E. Robotti		2,990,325		283,517		1,316,173

The following proposals were voted on and approved at the meeting:

Proposal		Votes For		Votes Against		Abstentions		Broker Non-Votes
Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers as disclosed in the Company’s proxy statement		3,118,485		153,688		1,669		1,316,173
Ratification of the appointment of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for the year ended April 30, 2026		4,522,408		50,991		16,616		0

Proposal		One Year		Two Years		Three Years		Abstentions		Broker Non-Votes
Approval, on an advisory basis, of the preferred frequency of shareholder advisory votes on the compensation paid to the Company’s named executive officers		2,956,094		494		315,380		1,874		1,316,173

On September 11, 2025, consistent with the advisory vote on preferred frequency of shareholder advisory votes on the compensation paid to the Company’s named executive officers, the Board has determined that the advisory vote on the compensation paid to the Company’s named executive officers be submitted to the shareholders every one year until the next vote on the frequency of such votes is conducted or until the Board determines that a different frequency of such votes is in the best interest of the shareholders of the Company.

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.

	AMREP Corporation
Date: September 12, 2025	By:	/s/ Christopher V. Vitale
		Name: Christopher V. Vitale
		Title: President and Chief Executive Officer

FAQ

What did AMREP (AXR) shareholders vote on at the 2025 annual meeting?

Shareholders voted on electing Robert E. Robotti as a Class II director, approving executive compensation on an advisory basis, ratifying the independent auditor, and selecting the preferred frequency of future advisory votes on executive compensation.

Who was elected to AMREP (AXR)’s board of directors at the 2025 meeting?

Robert E. Robotti was elected as a Class II director to serve until the 2028 annual meeting and until his successor is elected and qualified. He received 2,990,325 votes for, 283,517 votes withheld, and there were 1,316,173 broker non-votes.

How did AMREP (AXR) shareholders vote on executive compensation?

On an advisory basis, shareholders approved the compensation paid to AMREP’s named executive officers, with 3,118,485 votes for, 153,688 against, 1,669 abstentions, and 1,316,173 broker non-votes.

Which audit firm did AMREP (AXR) shareholders ratify for the year ended April 30, 2026?

Shareholders ratified Rosenberg Rich Baker Berman, P.A. as AMREP’s independent registered public accounting firm for the year ended April 30, 2026, with 4,522,408 votes for, 50,991 against, and 16,616 abstentions.

What frequency of say-on-pay votes did AMREP (AXR) shareholders prefer?

In the advisory vote on frequency of say-on-pay votes, shareholders indicated a preference for one year, with 2,956,094 votes for one year, 494 for two years, 315,380 for three years, 1,874 abstentions, and 1,316,173 broker non-votes.

How did AMREP’s board respond to the say-on-pay frequency vote?

On September 11, 2025, the board decided that the advisory vote on compensation for named executive officers will be submitted to shareholders every one year, consistent with the advisory frequency vote, until the next frequency vote or until the board determines a different frequency is in the best interest of shareholders.

How many AMREP (AXR) shares were represented at the 2025 annual meeting?

Shareholders holding 4,590,015 shares of AMREP common stock were present in person or represented by proxy, out of a total of 5,305,949 shares outstanding and entitled to vote.