Welcome to our dedicated page for Scully Royalty SEC filings (Ticker: SRL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Scully Royalty Ltd. filings document a foreign private issuer that reports on a royalty-based business, including an iron ore royalty interest, industrial projects, merchant banking activities, financial results, and business and asset updates. Its Form 20-F and half-year materials include audited or unaudited financial statements, management discussion and analysis, operating disclosures, risk factors, and capital-structure information for its common shares.
Its Form 6-K current reports also record material events and governance matters, including annual general meeting materials, proxy statement supplements, director nomination procedures under its Memorandum and Articles of Association, court-related meeting disclosures, board election results, committee composition, and leadership changes.
Scully Royalty Ltd. investors led by Neil S. Subin report significant ownership and a key court outcome. Subin reports beneficial ownership of 1,985,952 common shares, representing 13.0% of Scully Royalty’s common shares. MILFAM LLC reports beneficial ownership of 1,957,597 shares, or 12.9%, through various Miller family trusts, partnerships, and related entities. These percentages are based on 15,226,351 common shares outstanding as of November 24, 2025.
The amendment also discloses a ruling from the Grand Court of the Cayman Islands. On December 19, 2025, the court issued an order declaring that Milfam’s Notice of Director Nomination dated November 25, 2025 was validly delivered and complied with the timing requirements in Scully Royalty’s amended and restated memorandum and articles of association. The order is filed as an exhibit to this amendment.
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.
Scully Royalty Ltd. major shareholder Neil S. Subin and affiliated entities filed Amendment No. 4 to their Schedule 13D, updating their ownership and governance plans. The filing reports beneficial ownership of 1,985,952 common shares, or 13.0% of Scully Royalty’s common shares, based on 15,226,351 shares outstanding as of November 24, 2025 cited from a Form 6-K. Most of these shares are held through various Miller family trusts, partnerships, and MILFAM LLC, for which Subin serves in managerial or trustee roles.
The amendment explains that Walkers (Cayman) LLP, counsel to MILFAM LLC, sent a letter on December 7, 2025 to Sangra Moller LLP, counsel to Scully Royalty, regarding the company’s annual general meeting on December 27, 2025. In that letter, the group formally notified the issuer of its nomination of five candidates — Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers — to the board. The reporting persons state they are discussing with other shareholders a proposal to remove the existing board members and elect these nominees at the annual meeting and may pursue further steps seeking changes to the board or the company.
Scully Royalty Ltd. shareholder Neil S. Subin and affiliated entities have updated their Schedule 13D to reflect current ownership and launch a board contest. Subin reports beneficial ownership of 1,985,952 common shares, or 13.0% of Scully Royalty’s common shares, based on 15,226,351 shares outstanding as of November 24, 2025. Related entities such as MILFAM LLC and multiple Miller family trusts collectively hold these shares through various accounts.
The group plans to mail a definitive proxy statement around December 8, 2025 ahead of Scully Royalty’s annual general meeting on December 27, 2025. They intend to solicit votes to remove the existing board and elect a slate of five nominees: Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers. The filing notes ongoing discussions with other shareholders and signals that the group may pursue additional actions related to board and corporate changes.
Scully Royalty Ltd. is asking shareholders to vote at its December 27, 2025 annual general meeting in Hong Kong. Shareholders of record as of November 24, 2025 may vote in person or by proxy, with proxies requested by December 23, 2025.
The agenda includes electing five directors – Michael J. Smith, Samuel Morrow, Jochen Dümler, Silke S. Stenger and Dr. Shuming Zhao – and ratifying AOGB CPA Limited as auditor for the fiscal year ending December 31, 2025, with the board authorized to set its fees. The proxy explains how registered and beneficial owners can vote or change their votes and notes that a few shareholder groups each hold more than 10% of outstanding common shares.
The materials also outline executive and director compensation for 2024, including that approximately $2.1 million in cash compensation was paid to directors and officers and about $0.4 million in fees to non-executive directors. They describe the company’s 2017 Equity Incentive Plan, current option and share awards, governance structure, and the role and charter of the audit and compensation committees.