Scully Royalty (NYSE: SRL) shareholders elect new board, reset committees

Rhea-AI Filing Summary

Scully Royalty Ltd. reports that shareholders elected a new slate of five directors at its annual general meeting, replacing the prior board members who did not receive a majority of votes cast. The new board consists of Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers, who are pursuing a transition plan for the company.

On December 28, the new board appointed Skyler Wichers as Chairman and reconstituted key committees. The Audit Committee now includes Jerrod Freund, Mark Holliday, and Alan Howe, chaired by Alan Howe. The Compensation Committee includes Jerrod Freund, Nimesh Patel, and Skyler Wichers, chaired by Nimesh Patel, and the Nominating and Governance Committee includes Mark Holliday, Alan Howe, and Skyler Wichers, chaired by Mark Holliday.

Insights

Corporate governance analyst

Scully Royalty shareholders installed a new board and reset all key committees.

The disclosure shows a significant governance change at Scully Royalty Ltd., with shareholders electing five new directors after the prior board failed to secure a majority of votes cast. This indicates a clear shift in shareholder support toward a different leadership group and a formal transition plan being pursued by the new directors.

The new board moved quickly, appointing Skyler Wichers as Chairman and fully reconfiguring the Audit, Compensation, and Nominating and Governance Committees with named chairs. These committees oversee financial reporting, executive pay, and board nominations, so their new compositions may lead to changes in oversight and strategic priorities over time, although no specific strategic decisions are described in the disclosure.

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

CONTENTS

On December 27, 2025, Scully Royalty Ltd. (the “Company”) held its annual general meeting of the shareholders of the Company (the “Annual Meeting”). At the Annual Meeting, there was a quorum present in person or proxy of members of the Company holding at least 20% of the common shares of the Company and the shareholders of the Company elected each of Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers to the board of directors of the Company (the “Board”). The prior members of the Company’s Board failed to receive a majority of the votes cast at the Annual Meeting and therefore were not re-elected. The newly elected directors are pursuing a transition plan for the Company.

On December 28, 2025, the newly elected Board held a meeting at which Skyler Wichers was appointed Chairman of the Board and Board established new committee compositions. As of December 28, the Audit Committee is composed of Jerrod Freund, Mark Holliday and Alan Howe, with Alan Howe appointed as the chairman of the committee; the Compensation Committee is composed of Jerrod Freund, Nimesh Patel and Skyler Wichers, with Nimesh Patel appointed as the chairman of the committee; and the Nominating and Governance Committee is composed of Mark Holliday, Alan Howe and Skyler Wichers, with Mark Holliday appointed as the chairman of the committee.

-1-

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/ Skyler Wichers
	Skyler Wichers
	Chairman of the Board
Date:	January 15, 2026

FAQ

What governance change did Scully Royalty Ltd. (SRL) report on this 6-K?

The filing reports that shareholders elected five new directors to the board at the annual general meeting, replacing prior board members who failed to receive a majority of votes cast.

Who are the newly elected directors of Scully Royalty Ltd. (SRL)?

The new board members are Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers.

Who is the new Chairman of the Board at Scully Royalty Ltd. (SRL)?

Skyler Wichers was appointed Chairman of the Board by the newly elected directors.

How is the Audit Committee of Scully Royalty Ltd. (SRL) now composed?

The Audit Committee consists of Jerrod Freund, Mark Holliday, and Alan Howe, with Alan Howe serving as chairman of the committee.

Who serves on Scully Royalty Ltd. (SRL)'s Compensation Committee after the board changes?

The Compensation Committee includes Jerrod Freund, Nimesh Patel, and Skyler Wichers, with Nimesh Patel as chairman.

What is the new composition of the Nominating and Governance Committee at Scully Royalty Ltd. (SRL)?

The Nominating and Governance Committee is composed of Mark Holliday, Alan Howe, and Skyler Wichers, chaired by Mark Holliday.

Did Scully Royalty Ltd. (SRL) indicate a transition plan following the board changes?

Yes, the newly elected directors are pursuing a transition plan for the company, although specific details are not described in this disclosure.