Stratus Properties (NASDAQ: STRS) investors approve complete liquidation plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Stratus Properties Inc. stockholders approved a plan of complete liquidation and dissolution at the 2026 annual meeting held in Austin, Texas. The proposal received 4,905,081 votes for, 5,612 against and 13,432 abstentions, with 1,210,599 broker non-votes, indicating strong support among voting shares.
Stockholders also elected three Class I directors to three-year terms, approved on an advisory basis the compensation of named executive officers and ratified, on an advisory basis, CohnReznick LLP as independent registered public accounting firm for 2026. Of 7,982,723 shares outstanding as of the record date, 6,134,724 were represented in person or by proxy.
Positive
- None.
Negative
- Stockholders approved a plan of complete liquidation and dissolution, signaling that Stratus Properties Inc. will cease operating as an ongoing business once the plan is implemented.
Insights
Stockholders approved a full liquidation plan, ending Stratus as an ongoing business.
Stockholders of Stratus Properties Inc. approved a plan of complete liquidation and dissolution with 4,905,081 votes for and only 5,612 against. This authorization is a major shift, as it contemplates winding down the company rather than continuing normal operations.
The same meeting handled routine items: three Class I directors were elected, executive pay received advisory approval, and CohnReznick LLP was ratified as 2026 auditor. Turnout was high, with 6,134,724 of 7,982,723 outstanding shares represented. Subsequent disclosures will be important to understand specific liquidation steps and timing.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
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.
Key Figures
Shares outstanding: 7,982,723 shares
Shares represented: 6,134,724 shares
Liquidation plan approval votes: 4,905,081 for / 5,612 against
+3 more
6 metrics
Shares outstanding
7,982,723 shares
Common stock outstanding as of the record date
Shares represented
6,134,724 shares
Shares present in person or by proxy at the annual meeting
Liquidation plan approval votes
4,905,081 for / 5,612 against
Proposal to approve plan of complete liquidation and dissolution
Say-on-pay votes
3,894,628 for / 1,028,203 against
Advisory approval of named executive officer compensation
Auditor ratification votes
6,129,967 for / 3,484 against
Ratification of CohnReznick LLP as 2026 auditor
Director vote example
4,855,410 for / 68,715 withheld
Election of Laurie L. Dotter as Class I director
Key Terms
plan of complete liquidation and dissolution, broker non-votes, advisory basis, independent registered public accounting firm, +1 more
5 terms
plan of complete liquidation and dissolution financial
"approved the plan of complete liquidation and dissolution of Stratus"
A plan of complete liquidation and dissolution is a formal roadmap for closing a company: selling its assets, paying off debts and obligations, and then distributing any remaining cash to shareholders before legally ending the business. For investors it matters because it typically ends public trading of the company’s stock and determines whether shareholders receive any payout (and how much) — like a store closing sale where bills are paid first and whatever’s left is split among owners.
broker non-votes financial
"Votes For | | Votes Against | | Abstentions | Broker Non-Votes"
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.
advisory basis financial
"approved, on an advisory basis, the compensation of Stratus’ named executive officers"
independent registered public accounting firm financial
"appointment of CohnReznick LLP as Stratus’ independent registered public accounting firm for 2026"
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.
Adjournment Proposal regulatory
"approval of one or more adjournments of the Annual Meeting (Adjournment Proposal)"
An adjournment proposal is a formal request made at a shareholder or board meeting to pause the meeting and reconvene at a later date or time. It matters to investors because it postpones votes and decisions, giving parties extra time to gather information, solicit support, negotiate alternatives or introduce new options — like hitting pause on a group decision to wait for more facts, which can alter outcomes and market reactions.
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 1, 2026
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant's telephone number, including area code: (512 ) 478-5788
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
Stratus Properties Inc. (Stratus) held its 2026 annual meeting of stockholders (Annual Meeting) on June 1, 2026, in Austin, Texas. At the Annual Meeting, Stratus’ stockholders (1) elected Laurie L. Dotter, James E. Joseph and Michael D. Madden to serve as Class I directors of Stratus, each for a three-year term and until his or her successor is elected and qualified; (2) approved, on an advisory basis, the compensation of Stratus’ named executive officers; (3) ratified, on an advisory basis, the appointment of CohnReznick LLP as Stratus’ independent registered public accounting firm for 2026; and (4) approved the plan of complete liquidation and dissolution of Stratus, each as further described in Stratus’ Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 24, 2026. In connection with the Annual Meeting, Stratus also solicited proxies with respect to the approval of one or more adjournments of the Annual Meeting, if necessary or advisable as determined by the Board of Directors or a committee thereof (Adjournment Proposal). As there were sufficient votes at the time of the Annual Meeting to approve each of the proposals submitted to a vote at the Annual Meeting, the Adjournment Proposal was unnecessary and was not submitted to a vote of stockholders at the Annual Meeting.
Of the 7,982,723 shares of Stratus’ common stock outstanding as of the record date, 6,134,724 shares were represented in person or by proxy at the Annual Meeting. The inspector of elections reported the final vote of stockholders as follows:
Proposal No. 1: Election of three Class I directors.
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Laurie L. Dotter | 4,855,410 | 68,715 | 1,210,599 | |||||||||||||||||
| James E. Joseph | 4,655,772 | 268,353 | 1,210,599 | |||||||||||||||||
| Michael D. Madden | 4,680,600 | 243,525 | 1,210,599 | |||||||||||||||||
Proposal No. 2: Approval, on an advisory basis, of the compensation of Stratus’ named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 3,894,628 | 1,028,203 | 1,294 | 1,210,599 | |||||||||||||||||
Proposal No. 3: Ratification, on an advisory basis, of the appointment of CohnReznick LLP as Stratus’ independent registered public accounting firm for 2026.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 6,129,967 | 3,484 | 1,273 | N/A | |||||||||||||||||
Proposal No. 4: Approval of the plan of complete liquidation and dissolution of Stratus.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 4,905,081 | 5,612 | 13,432 | 1,210,599 | |||||||||||||||||
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.
Stratus Properties Inc.
| By: | /s/ Erin D. Pickens | |||||||
| Erin D. Pickens | ||||||||
Senior Vice President and Chief Financial Officer (authorized signatory and Principal Financial Officer and Principal Accounting Officer) | ||||||||
Date: June 1, 2026
FAQ
What did Stratus Properties Inc. (STRS) stockholders approve at the 2026 annual meeting?
Stockholders approved a plan of complete liquidation and dissolution of Stratus Properties Inc. They also elected three Class I directors, approved named executive officer compensation on an advisory basis, and ratified CohnReznick LLP as the independent registered public accounting firm for 2026.
How did Stratus (STRS) stockholders vote on the liquidation and dissolution plan?
The liquidation and dissolution plan received 4,905,081 votes for and 5,612 against. There were 13,432 abstentions and 1,210,599 broker non-votes, indicating strong approval among shares that cast a clear for-or-against vote on the proposal.
Which directors were elected at the Stratus Properties (STRS) 2026 annual meeting?
Laurie L. Dotter, James E. Joseph and Michael D. Madden were elected as Class I directors. Each director will serve a three-year term and continue until his or her successor is elected and qualified, consistent with the company’s classified board structure.
Was CohnReznick LLP ratified as Stratus Properties (STRS) auditor for 2026?
Yes, CohnReznick LLP was ratified as the independent registered public accounting firm for 2026. The ratification vote totaled 6,129,967 shares for, 3,484 against and 1,273 abstentions, with no broker non-votes reported on this proposal.