GYRO annual meeting: Smith elected; Baker Tilly ratified

Rhea-AI Filing Summary

Gyrodyne, LLC reported voting results from its 2025 annual meeting. Shareholder participation was 66.50% of the 2,199,308 shares eligible to vote.

Richard B. Smith was elected to a three-year term with 1,394,282 votes for, 29,759 withheld, and 38,531 broker non-votes. Shareholders approved the non-binding advisory vote on named executive officer compensation with 1,392,477 for, 31,202 against, 362 abstain, and 38,531 broker non-votes. Shareholders also ratified Baker Tilly US, LLP as the independent public accounting firm for fiscal 2025 with 1,438,045 for, 284 against, and 24,243 abstain.

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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):  November 5, 2025

GYRODYNE, LLC

(Exact name of Registrant as Specified in its Charter)

New York		001-37547		46-3838291
(State or other jurisdiction		(Commission File		(I.R.S. Employer
of incorporation)		Number)		Identification No.)

ONE FLOWERFIELD

SUITE 24

St. James, New York 11780

(Address of principal executive

offices) (Zip Code)

(631) 584-5400

Registrant’s telephone number,

including area code

N/A

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common   Shares of   Limited Liability   Company   Interests	GYRO	Nasdaq   Capital   Market

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:

☐ 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))

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. ☐

Item 5.07         Submission of Matters to a Vote of Security Holders

On November 5, 2025, Gyrodyne, LLC (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”). The shareholders considered three proposals. Of the 2,199,308 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, holders of 1,462,572 shares, or 66.50% of the eligible common stock, were present either in person or represented by proxy. Set forth below are the results of the matters submitted for a vote at the Annual Meeting.

Proposal No. 1: Election of one (1) director to serve for a term of three years, and until his successor shall have been duly elected and qualified. The votes were cast as follows:

DIRECTOR	FOR	WITHHOLD	BROKER NON-VOTE
Richard B. Smith	1,394,282	29,759	38,531

Proposal No. 2: Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the definitive proxy statement. The votes were cast as follows:          

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
1,392,477	31,202	362	38,531

Proposal No. 3: Ratification of the engagement of Baker Tilly US, LLP as independent public accounting firm for the 2025 fiscal year. The votes were cast as follows:

FOR	AGAINST	ABSTAIN
1,438,045	284	24,243

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, thereunto duly authorized.

	GYRODYNE, LLC
Dated: November 7, 2025	By:	/s/ Gary Fitlin
		Gary Fitlin
		President, Chief Executive Officer, Chief Financial Officer and Treasurer