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BRT Apartments (NYSE: BRT) investors back directors, pay, auditor and 2026 Incentive Plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BRT Apartments Corp. reported the results of its annual stockholder meeting held on June 10, 2026. Stockholders elected four directors—Carol Cicero, Frederic H. Gould, Gary Hurand, and Elie Weiss—for terms expiring at the 2029 annual meeting, each receiving over 12.0 million "for" votes.

Stockholders approved, on a non-binding basis, executive compensation for the year ended December 31, 2025, with approximately 13.97 million votes in favor and 0.20 million against. They also ratified the selection of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with about 16.69 million votes in favor.

In addition, stockholders approved the company’s 2026 Incentive Plan, with roughly 12.89 million votes for and 1.46 million against. The meeting results confirm support for the company’s current board, compensation approach, auditor, and long‑term incentive framework.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Carol Cicero 12,550,266 votes Director election at 2026 annual meeting
Votes for Frederic H. Gould 13,475,355 votes Director election at 2026 annual meeting
Say-on-pay support 13,967,597 votes for Advisory vote on 2025 executive compensation
Auditor ratification support 16,693,688 votes for Ratification of Ernst & Young LLP for 2026
2026 Incentive Plan support 12,887,442 votes for Approval of 2026 Incentive Plan
advisory vote on executive compensation financial
"Proposal 2– Advisory Vote on Executive Compensation To approve, by non-binding vote, executive compensation"
A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.
broker non-vote financial
"For | Against | Abstain | Broker Non-Vote 13,967,597 | 201,767 | 225,828 | 2,487,398"
independent registered public accounting firm financial
"To ratify of the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
2026 Incentive Plan financial
"Proposal 4– To approve the 2026 Incentive Plan"
A 2026 incentive plan is a company’s formal program, often named for a year, that authorizes awards like stock options, restricted shares, and cash bonuses to employees and executives to motivate performance and retain talent. For investors it matters because the plan creates potential new shares or payouts that can dilute existing ownership and align management’s choices with company goals—think of it as a reward budget that affects both pay incentives and share value.
annual meeting of stockholders financial
"At our annual meeting of stockholders held on June 10, 2026"
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Understanding 8-K Material Events →
false000001484600000148462026-06-102026-06-10

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, 2026

BRT APARTMENTS CORP.
(Exact name of Registrant as specified in charter)
Maryland001-0717213-2755856
(State or other jurisdiction of incorporation)(Commission file No.)(IRS Employer I.D. No.)

60 Cutter Mill Road, Suite 303, Great Neck, New York 11021
(Address of principal executive 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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement 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 of each classTrading Symbol(s)Name of each exchange on which registered
Common StockBRTNYSE

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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 5.07    Submission of Matters to a Vote of Security Holders.

At our annual meeting of stockholders held on June 10, 2026 (the “Annual Meeting”), all of the proposals presented to our stockholders were approved. The proposals are described in detail in our proxy statement filed on April 20, 2026, as amended on April 30, 2026, with the Securities and Exchange Commission. 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 2029 annual meeting of the stockholders:
ForAgainstAbstainBroker Non-Vote
Carol Cicero12,550,2661,808,50936,4172,487,398
Frederic H. Gould13,475,355899,56420,2732,487,398
Gary Hurand12,014,5452,360,36620,2812,487,398
Elie Weiss13,883,328412,13399,7312,487,398



Proposal 2– Advisory Vote on Executive Compensation

To approve, by non-binding vote, executive compensation for the year ended December 31, 2025:

ForAgainstAbstainBroker Non-Vote
13,967,597201,767225,8282,487,398



Proposal 3– Ratification of the selection of Independent Registered Public Accounting Firm

To ratify of the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026:

ForAgainstAbstain
16,693,688162,88226,020



Proposal 4– To approve the 2026 Incentive Plan

ForAgainstAbstainBroker Non-Vote
12,887,4421,460,55947,1912,487,398



2

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description
10.1
2026 Incentive Plan
101Cover 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.
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

3

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.


BRT APARTMENTS CORP.
June 10, 2026By: /s/ Isaac Kalish
Isaac Kalish
Chief Financial Officer and Senior Vice President
(Principal Financial Officer)


Source: View Original Filing on SEC EDGAR

FAQ

What did BRT (BRT) stockholders decide at the 2026 annual meeting?

Stockholders approved all proposals at the 2026 annual meeting, including electing four directors through 2029, an advisory vote supporting 2025 executive compensation, ratifying Ernst & Young LLP as auditor for 2026, and approving the 2026 Incentive Plan.

Which directors were elected at BRT (BRT) and how many votes did they receive?

Stockholders elected Carol Cicero, Frederic H. Gould, Gary Hurand, and Elie Weiss to terms ending at the 2029 annual meeting. Each received over 12 million votes "for," with Frederic H. Gould getting 13,475,355 votes in favor and relatively low opposition.

How did BRT (BRT) stockholders vote on executive compensation for 2025?

BRT’s executive compensation for the year ended December 31, 2025 received strong support. The advisory vote recorded 13,967,597 votes "for," 201,767 "against," 225,828 "abstain," and 2,487,398 broker non-votes, signaling broad backing for the pay program.

Was Ernst & Young LLP ratified as BRT (BRT) auditor for 2026?

Yes. Stockholders ratified Ernst & Young LLP as BRT’s independent registered public accounting firm for the year ending December 31, 2026, with 16,693,688 votes "for," 162,882 "against," and 26,020 "abstain," indicating strong support for the auditor choice.

Did BRT (BRT) stockholders approve the 2026 Incentive Plan?

Stockholders approved BRT’s 2026 Incentive Plan. The proposal received 12,887,442 votes "for," 1,460,559 "against," 47,191 "abstain," and 2,487,398 broker non-votes, authorizing the company’s new incentive plan for compensating eligible participants going forward.

What were the broker non-votes at the BRT (BRT) 2026 meeting?

Broker non-votes appeared on the director elections, executive compensation, and 2026 Incentive Plan proposals. Each of these items showed 2,487,398 broker non-votes, reflecting shares present but not voted on those particular non-routine proposals.

Filing Exhibits & Attachments

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