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Shareholders back directors and pay at One Liberty Properties (OLP) annual meeting

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

Rhea-AI Filing Summary

One Liberty Properties, Inc. reported the results of its annual stockholder meeting, where three directors were re-elected for terms expiring at the 2029 annual meeting. Stockholders approved, by non-binding advisory vote, the company’s executive compensation for the year ended December 31, 2025 and ratified the selection of Ernst & Young LLP as independent registered public accounting firm for 2026. The director nominees received strong support, with Patrick J. Callan, Jr. receiving 15,128,654 votes for and 127,792 against. The advisory say-on-pay proposal received 14,800,318 votes for and 386,500 against, while the auditor ratification received 17,416,722 votes for and 103,829 against.

Positive

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Negative

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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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for Patrick J. Callan, Jr. 15,128,654 votes Election of director, term expiring at 2029 annual meeting
Votes for Charles Biederman 13,888,306 votes Election of director, term expiring at 2029 annual meeting
Votes for Jeffrey A. Gould 14,835,907 votes Election of director, term expiring at 2029 annual meeting
Say-on-pay votes for 14,800,318 votes Advisory vote on executive compensation for 2025
Say-on-pay votes against 386,500 votes Advisory vote on executive compensation for 2025
Auditor ratification votes for 17,416,722 votes Ratification of Ernst & Young LLP for 2026
Auditor ratification votes against 103,829 votes Ratification of Ernst & Young LLP for 2026
non-binding advisory vote regulatory
"by non-binding advisory vote, executive compensation for the year ended December 31, 2025"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
broker non-votes regulatory
"Abstain | | Broker Non-Votes Charles Biederman | | 13,888,306 ... | | 2,234,510"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm"
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.
executive compensation financial
"by non-binding advisory vote, executive compensation for the year ended December 31, 2025"
Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.
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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): June 9, 2026

 

ONE LIBERTY PROPERTIES, INC.

(Exact name of Registrant as specified in charter)

 

Maryland   001-09279   13-3147497
(State or other jurisdiction   (Commission file No.)   (IRS Employer
of incorporation)       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 class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   OLP   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 (§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 standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Section 5 – Corporate Governance and Management

 

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

 

At our annual meeting of stockholders (the “Annual Meeting”), the stockholder’s approved (i) the election of Charles Biederman, Patrick J. Callan, Jr., and Jeffrey A. Gould, (ii) by non-binding advisory vote, executive compensation for the year ended December 31, 2025, and (iii) the ratification of the selection of Ernst & Young LLP as our independent auditors for 2026. Set forth are the voting results with respect to each proposal:

 

Proposal 1 – Election of Directors

 

To elect the directors named below for a term expiring at the 2029 annual meeting of stockholders:

 

   For  Against  Abstain  Broker Non-Votes
Charles Biederman  13,888,306  1,369,781  48,346  2,234,510
Patrick J. Callan, Jr.  15,128,654  127,792  49,987  2,234,510
Jeffrey A. Gould  14,835,907  416,841  53,685  2,234,510

 

Proposal 2 – Advisory Vote on Executive Compensation

 

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

 

For  Against  Abstain  Broker Non-Votes
14,800,318  386,500  119,615  2,234,510

 

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

 

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

 

For  Against  Abstain
17,416,722  103,829  20,392

 

1

 

Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit No.   Description of Exhibit
104   Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

 

2

  

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.

 

  ONE LIBERTY PROPERTIES, INC.
   
Date: June 9, 2026 By: /s/ Isaac Kalish
    Isaac Kalish
    Senior Vice President and
    Chief Financial Officer

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What did One Liberty Properties (OLP) stockholders decide at the 2026 annual meeting?

Stockholders re-elected three directors, approved executive compensation by non-binding advisory vote, and ratified Ernst & Young LLP as the independent registered public accounting firm for 2026. Each proposal received substantial support based on the reported voting results.

How did One Liberty Properties (OLP) vote on director elections in 2026?

Stockholders re-elected Charles Biederman, Patrick J. Callan, Jr., and Jeffrey A. Gould to terms expiring at the 2029 annual meeting. Each nominee received a clear majority of votes cast in favor, with additional broker non-votes reported on the proposals.

What were the vote results for OLP’s 2025 executive compensation advisory proposal?

The advisory vote on executive compensation for the year ended December 31, 2025 received 14,800,318 votes for, 386,500 against, and 119,615 abstentions, with 2,234,510 broker non-votes. This reflects overall stockholder support for the company’s executive pay program.

Did One Liberty Properties (OLP) stockholders ratify Ernst & Young as auditor for 2026?

Yes. Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the year ended December 31, 2026, with 17,416,722 votes for, 103,829 against, and 20,392 abstentions, indicating strong backing for the auditor selection.

What are broker non-votes reported in the OLP annual meeting results?

Broker non-votes represent shares held by brokers that were not voted on certain non-routine proposals. For the director elections and executive compensation advisory vote, 2,234,510 broker non-votes were reported, meaning these shares were not counted as for, against, or abstaining.

Which governance topics did One Liberty Properties (OLP) address in this 8-K?

The company addressed stockholder voting outcomes on director elections, a non-binding advisory vote on executive compensation for 2025, and ratification of Ernst & Young LLP as independent registered public accounting firm for 2026, summarizing the detailed vote counts for each proposal.

Filing Exhibits & Attachments

3 documents

Other Documents