MAYS investors back directors, auditor and say-on-pay at vote

Rhea-AI Filing Summary

J.W. Mays, Inc. reported the results of its shareholder meeting, where stockholders approved fixing the number of directors at seven, with 1,535,244 votes in favor. All seven director nominees, including Jennifer L. Caruso and Lloyd J. Shulman, were elected with strong support. Shareholders also ratified Prager Metis CPA’s, LLP as independent auditors and approved the advisory vote on executive compensation.

In an advisory vote on how often to hold future say-on-pay votes, investors favored holding them every one year, with 1,387,851 votes for that option. The company also disclosed that it renewed a consulting agreement with director Mark S. Greenblatt, under which he will receive $10,000 per month starting January 1, 2026, on a month-to-month basis while providing financial and operating performance consulting.

Insights

Corporate Governance Analyst

Routine shareholder meeting results with board re-elected, pay practices affirmed, and one director’s consulting agreement renewed on a monthly fee basis.

The filing reports outcomes of a shareholder meeting covering board size, director elections, auditor ratification, executive pay, and the frequency of future pay advisory votes. Shareholders approved fixing the number of directors at seven, re-elected all named directors, ratified **Prager Metis CPA’s, LLP** as auditor, and supported the compensation of named executive officers, based on the disclosed vote counts.

On advisory matters, votes favored holding the executive compensation advisory vote every one year, with significantly fewer votes for other timing options. This sets an annual feedback cycle on executive pay, which keeps compensation discussions on a regular schedule based on shareholder input.

The filing also discloses that on October 1, 2025, **Mark S. Greenblatt** renewed an existing consulting agreement with the company. Beginning January 1, 2026, he will receive a fee of $10,000 per month on a month-to-month basis, terminable by either party on 30 days’ written notice, in addition to his role as director. A practical item to watch is future disclosures on this consulting arrangement and its continuation over time once the new fee level takes effect.

8-K Event Classification

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

1 item

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.

Understanding 8-K Material Events →

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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 25, 2025

J.W. Mays, Inc.

(Exact name of registrant as specified in its charter)

	New York	1-3647	11-1059070
	(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

	9 Bond Street, Brooklyn, New York		11201-5805
	(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code   718-624-7400 

(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 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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 par value	MAYS	NASDAQ

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. ☐

This Report Contains 3 Pages.

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

(a) The Annual Meeting of Shareholders of J.W. Mays, Inc. (the “Company”) was held on November 25, 2025.

(b) The shareholders approved the following proposals, including the election of all of the Company’s nominees for directors and ratified the appointment of Prager Metis CPA’s, LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2026.

A.	Fixing Number of Directors at seven:
	For:	1,535,244
	Against:	73,845
	Abstain:	1,895
	Non-Votes	0
B.	Election of Directors:
	Name	Shares For	Shares Withheld	Non-Votes
	Jennifer L. Caruso	1,394,506	56,039	160,439
	Robert L. Ecker	1,395,904	54,641	160,439
	Mark S. Greenblatt*	1,395,904	54,641	160,439
	Steven Gurney-Goldman	1,395,904	54,641	160,439
	Melinda S. Koster	1,395,506	55,039	160,439
	Dean L. Ryder	1,393,627	56,918	160,439
	Lloyd J. Shulman	1,394,507	56,038	160,439
C.	Ratification of Prager Metis CPA’s, LLP:
	For:	1,535,293
	Against:	73,799
	Abstain:	1,892
	Non-Votes	0
D.	Advisory Vote of Resolution Approving Compensation of Named Executive Officers:
	For:	1,394,502
	Against:	56,040
	Abstain:	3
	Non-Votes	160,439
E.	Advisory Vote of Proposal on Frequency of Future Executive Compensation Advisory Votes:
	Choice 1 - Every One Year:	1,387,851
	Choice 2 - Every Two Years:	0
	Choice 3 - Every Three Years	8,516
	Abstain:	54,178

*On October 1, 2025, the Company and Mr. Mark Greenblatt renewed their existing consulting agreement in which Mr. Greenblatt will be paid $10,000 per month, beginning January 1, 2026. The term of the agreement will be on a month-to-month basis and either party may terminate upon thirty days’ written notice. In addition to his service as a member of the board of directors, Mr. Greenblatt will make himself available to consult with the officers and other representatives of the Company as necessary in providing assistance with review and analysis of the Company’s financial performance and results of operations.

2 

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.

		J.W. MAYS, INC.
Dated: November 26, 2025	By:	/s/ Ward Lyke
	Name:	Ward Lyke
	Title:	Vice President,
		Chief Financial Officer and Treasurer

3 

FAQ

What did J.W. Mays (MAYS) shareholders decide about the board size?

Shareholders approved fixing the number of directors at seven, with 1,535,244 votes for, 73,845 against, 1,895 abstentions, and no non-votes.

Were J.W. Mays (MAYS) director nominees elected at the shareholder meeting?

Yes. All seven nominees, including Jennifer L. Caruso, Robert L. Ecker, Mark S. Greenblatt, Steven Gurney-Goldman, Melinda S. Koster, Dean L. Ryder, and Lloyd J. Shulman, were elected with a majority of votes cast in their favor.

Did J.W. Mays (MAYS) shareholders ratify the company’s independent auditors?

Yes. Shareholders ratified Prager Metis CPA’s, LLP with 1,535,293 votes for, 73,799 against, 1,892 abstentions, and no non-votes.

How did J.W. Mays (MAYS) shareholders vote on executive compensation (say-on-pay)?

In the advisory vote on named executive officer pay, shareholders cast 1,394,502 votes for, 56,040 against, 3 abstentions, and 160,439 non-votes, indicating support for current compensation practices.

What frequency for future say-on-pay votes did J.W. Mays (MAYS) shareholders prefer?

For the advisory vote on frequency, shareholders favored every one year with 1,387,851 votes, compared to 0 votes for every two years, 8,516 for every three years, and 54,178 abstentions.

What are the key terms of Mark S. Greenblatt’s consulting agreement with J.W. Mays (MAYS)?

The company renewed its consulting agreement with Mark S. Greenblatt, under which he will be paid $10,000 per month beginning January 1, 2026 on a month-to-month basis, with either party able to terminate on 30 days’ written notice.