CTO Realty Growth, Inc. 8-K

What Happened

• CTO Realty Growth, Inc. filed an 8-K on June 18, 2026 reporting the results of its 2026 Annual Meeting of Stockholders held June 17, 2026. Stockholders elected six directors to serve until the 2027 annual meeting, ratified Grant Thornton LLP as the company’s independent registered public accounting firm for fiscal 2026, approved the company’s named executive officer compensation on a non-binding advisory basis (Say-on-Pay), and approved the Sixth Amended and Restated 2010 Equity Incentive Plan replacing the prior Fifth Amended and Restated 2010 plan.
• The filing was signed by John P. Albright, President and CEO. The proposals were described in the company’s definitive proxy statement dated April 28, 2026.

Key Details

• Directors elected (terms through the 2027 Annual Meeting):
  • John P. Albright — For: 19,004,020; Against: 98,000; Abstain: 59,204; Broker non-votes: 6,648,270
  • George R. Brokaw — For: 17,368,313; Against: 1,701,102; Abstain: 91,809; Broker non-votes: 6,648,270
  • Christopher J. Drew — For: 18,389,610; Against: 678,008; Abstain: 93,606; Broker non-votes: 6,648,270
  • Laura M. Franklin — For: 18,943,996; Against: 129,457; Abstain: 87,771; Broker non-votes: 6,648,270
  • R. Blakeslee Gable — For: 17,404,375; Against: 1,663,923; Abstain: 92,926; Broker non-votes: 6,648,270
  • Christopher W. Haga — For: 18,415,742; Against: 653,965; Abstain: 91,517; Broker non-votes: 6,648,270
• Ratification of auditor (Grant Thornton LLP for fiscal 2026): For: 25,089,398; Against: 516,220; Abstain: 203,876.
• Say-on-Pay (non-binding advisory approval of named executive officer compensation): For: 18,569,289; Against: 427,622; Abstain: 164,314; Broker non-votes: 6,648,270.
• Approval of the Sixth Amended and Restated 2010 Equity Incentive Plan (replacing the Fifth Amended plan): For: 18,200,389; Against: 848,986; Abstain: 111,850; Broker non-votes: 6,648,270.

Why It Matters

• Board continuity: Election of the six directors determines CTO’s board makeup and governance through the 2027 annual meeting, which can affect strategic oversight and decisions.
• Auditor confirmed: Ratifying Grant Thornton LLP establishes the accounting firm that will audit CTO’s fiscal 2026 financial statements, relevant to financial reporting and investor confidence.
• Compensation and equity plan approvals: The non-binding Say-on-Pay approval indicates shareholder support for executive compensation; approval of the amended equity incentive plan authorizes a revised framework for stock-based awards, which can affect future dilution, executive incentives, and long-term alignment with shareholders.

Keywords: annual meeting, directors elected, auditor ratified, say-on-pay, equity incentive plan, CTO Realty Growth.