Scully Royalty (NYSE: SRL) details board nominees in 2025 AGM update

Rhea-AI Filing Summary

Scully Royalty Ltd. provided an update on its annual general meeting scheduled for December 27, 2025, in response to a dissident proxy effort by MILFAM LLC. The company says MILFAM’s director nomination notice did not comply with its advance notice provisions, including timing requirements, and has advised that MILFAM’s nominees will not be considered at the meeting. MILFAM has applied to the Cayman Island Grand Court for a declaration that its notice was valid, and the company is contesting that application.

Scully Royalty states that MILFAM’s dissident circular and accompanying gold proxy are invalid and that any votes cast for MILFAM’s director candidates will not be effective. It explains that only the management nominees listed in its proxy statement dated November 28, 2025 are eligible for election and encourages shareholders to support them using the WHITE proxy, noting that those who already voted on the gold proxy may still submit a WHITE proxy.

Insights

Corporate governance analyst

Scully Royalty outlines its position in a proxy dispute over board nominations.

Scully Royalty Ltd. describes a contested situation around its annual general meeting on December 27, 2025, after MILFAM LLC moved to nominate its own slate of directors. The company indicates that MILFAM’s notice did not meet its advance notice provisions and emphasizes that only management’s nominees, as described in the November 28, 2025 proxy statement, are considered eligible for election.

The disclosure notes that MILFAM has taken the issue to the Cayman Island Grand Court, seeking a declaration that its notice was valid, while the company is contesting that application. Scully Royalty also states that MILFAM’s dissident circular and gold proxy are invalid and that votes cast for those nominees will not be effective, while shareholders are invited to vote using the WHITE proxy instead.

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2025

Commission File No.: 001-04192

 

(Translation of Registrant's name into English)

c/o Room 2302, 23/F, Oriental Center, 31 Wujiang Road, Shanghai, China 200041

(Address of office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

x Form 20-F ¨ Form 40-F

 

NEWS RELEASE
1 (844) 331 3343
info@scullyroyalty.com

SCULLY ROYALTY PROVIDES UPDATE ON ANNUAL GENERAL MEETING

NEW YORK (December 12, 2025) – Scully Royalty Ltd. (the “Company”) (NYSE: SRL) provided today an update with respect to its annual general meeting (the "Meeting") currently scheduled for December 27, 2025, following the filing by MILFAM LLC ("MILFAM") of a purported dissident proxy circular on December 8, 2025 to nominate five individuals to the Company's board of directors.

The dissident circular followed MILFAM’s notice to the Company that it intended to nominate its own slate of directors at the Meeting. Because MILFAM failed to comply with the requirements for director nominations prescribed by the Company's advance notice provisions, including the required notice timeline, which are binding on all shareholders of the Company, the Company advised MILFAM that its director nominations were invalid and would not be considered at the Meeting. Despite this, MILFAM chose to unilaterally file its dissident circular seeking to unnecessarily disrupt the Meeting and create confusion for shareholders, and has since filed an application before the Cayman Island Grand Court seeking a declaration that its notice was valid, which the Company is contesting.

MILFAM’s dissident circular, and accompanying gold proxy, are invalid, and accordingly, any votes cast for the election of MILFAM's director nominee candidates will not be effective. The only individuals who are eligible to be nominated for election to the Company's board of directors at the Meeting are the management nominees set forth in the Company's proxy statement dated November 28, 2025, a copy of which has been filed under the Company's profile at www.sec.gov. The Company encourages shareholders to read the Company’s proxy statement and vote FOR the management nominees set forth in the WHITE proxy. A shareholder who has already voted on the gold proxy is still entitled to vote and submit the management WHITE proxy.

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, thereunto duly authorized.

SCULLY ROYALTY LTD.
By:	/s/ Samuel Morrow
	Samuel Morrow
	Chief Executive Officer and Chief Financial Officer

Date:  December 12, 2025

FAQ

What did Scully Royalty Ltd. (SRL) announce about its 2025 annual general meeting?

Scully Royalty Ltd. announced an update on its annual general meeting scheduled for December 27, 2025, explaining that only the management nominees listed in its November 28, 2025 proxy statement are eligible for election to the board.

Who is MILFAM LLC and what action did it take regarding Scully Royalty (SRL)?

MILFAM LLC is a shareholder that notified Scully Royalty Ltd. of its intention to nominate its own slate of directors and later filed a dissident proxy circular on December 8, 2025 to nominate five individuals to the company’s board.

Why does Scully Royalty say MILFAM’s director nominations are not valid?

Scully Royalty states that MILFAM failed to comply with the company’s advance notice provisions, including required notice timelines, and therefore advised MILFAM that its director nominations were invalid and would not be considered at the meeting.

What legal step has MILFAM LLC taken in response to Scully Royalty’s position?

The update notes that MILFAM has filed an application before the Cayman Island Grand Court seeking a declaration that its notice was valid, and Scully Royalty is contesting that application.

Are votes on MILFAM’s gold proxy for Scully Royalty’s 2025 AGM effective?

Scully Royalty states that MILFAM’s dissident circular and accompanying gold proxy are invalid, so any votes cast for the election of MILFAM’s director candidates will not be effective according to the company’s position.

How does Scully Royalty want shareholders to vote at the 2025 annual general meeting?

The company encourages shareholders to read its November 28, 2025 proxy statement and vote FOR the management nominees using the WHITE proxy, noting that shareholders who already voted using the gold proxy can still submit a WHITE proxy.