Scully Royalty (NYSE: SRL) delays AGM after Cayman court decision

Rhea-AI Filing Summary

Scully Royalty Ltd. has appealed a December 19, 2025 decision of the Grand Court of the Cayman Islands related to whether the director nominations submitted by MILFAM LLC met the timing requirements in the Company’s governing documents. In connection with this, the Company has temporarily postponed its annual general meeting, which had been scheduled for December 27, 2025, so that a hearing can be held before the Cayman Islands Court of Appeal as soon as practicable.

The postponement was approved by the board of directors following a recommendation from the Compensation, Nominating and Corporate Governance Committee. The board cites the need to reduce uncertainty from the court decision and appeal, to give shareholders time to review MILFAM’s purported nominations, and to ensure the meeting is conducted in an orderly manner with full disclosure of material information by all parties.

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 ISSUES FURTHER UPDATE ON ANNUAL SHAREHOLDERS’ MEETING

AND COURT PROCEEDINGS

NEW YORK (December 24, 2025) – Further to its news release dated December 22, 2025, Scully Royalty Ltd. (the "Company") (NYSE: SRL) announces that it has filed an appeal of the December 19, 2025 decision of the Grand Court of the Cayman Islands with respect to the notice of nomination of MILFAM LLC ("MILFAM") and its compliance with the timing requirements under the Memorandum and Articles of Association of the Company.

The Company further announces that its annual general meeting (the "Meeting"), originally scheduled for December 27, 2025, has been temporarily postponed for a short duration of time to allow a hearing before the Cayman Islands Court of Appeal to be heard as soon as practicable. The Company is inviting MILFAM to work collaboratively and in good faith with the Company in this endeavor.

The postponement was approved by the Company's board of directors, based on the recommendation of its Compensation, Nominating and Corporate Governance Committee. In determining to postpone the Meeting, such committee and the board considered various factors relating to the best interests of the Company and its shareholders and the circumstances of the Meeting, including, among other things, that a short postponement will assist in addressing the uncertainty created by the recent decision and appeal, the need to provide shareholders sufficient opportunity to assess the purported nominations of MILFAM pending the outcome of the court proceedings, and to allow the Meeting to take place in an orderly manner that promotes and is conductive of informed shareholder decision-making with full disclosure by each party of all material information.

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 24, 2025

FAQ

What did Scully Royalty Ltd. (SRL) disclose in this update?

Scully Royalty Ltd. disclosed that it has appealed a December 19, 2025 decision of the Grand Court of the Cayman Islands concerning the timing compliance of MILFAM LLC’s director nomination notice and has temporarily postponed its upcoming annual general meeting.

Why did Scully Royalty (SRL) postpone its 2025 annual shareholders’ meeting?

The Company postponed the annual meeting, originally set for December 27, 2025, to allow a hearing before the Cayman Islands Court of Appeal and to give shareholders more time to assess MILFAM LLC’s purported nominations in light of the ongoing court proceedings.

Who recommended postponing Scully Royalty’s annual meeting?

The postponement was recommended by Scully Royalty’s Compensation, Nominating and Corporate Governance Committee and then approved by the board of directors as being in the best interests of the Company and its shareholders.

How is MILFAM LLC involved in Scully Royalty’s corporate governance process?

MILFAM LLC submitted a notice of nomination for directors, and the dispute over whether this notice met the timing requirements under Scully Royalty’s Memorandum and Articles of Association led to the Cayman court decision and the Company’s subsequent appeal.

What reasons did Scully Royalty give for delaying the shareholder meeting?

The Company cited the need to address uncertainty from the court decision and appeal, to provide shareholders sufficient opportunity to evaluate MILFAM’s purported nominations, and to hold the meeting in an orderly way that supports informed shareholder decision-making with full material disclosure.