Zoned Properties Approves Asset Sale; Executive Pay Advisory Passed

What Happened

• Zoned Properties, Inc. filed an 8-K reporting that at a virtual special meeting on September 11, 2026 stockholders approved the sale of substantially all of the company’s assets pursuant to an Asset Purchase Agreement dated January 15, 2026 (the “MBO APA”) with BPB Partners, LLC and related parties. The Company also received advisory (non‑binding) approval of compensation to named executive officers related to the Asset Sale.
• Record date was July 15, 2026 (13,180,829 common shares outstanding; 2,000,000 preferred shares outstanding, with preferred shares having 50 votes each). A quorum was present: holders of 6,536,003 common shares and 2,000,000 preferred shares, representing 106,536,003 total voting power.

Key Details

• Special Meeting date: September 11, 2026. MBO APA date: January 15, 2026. Buyer/related party: BPB Partners, LLC (owners include Bryan McLaren, Berekk Blackwell, Patrick Moroney).
• Proposal 1 (Asset Sale) — Majority approval vote totals: For 106,359,616; Against 37,180; Abstain 139,207.
• Disinterested stockholder approval for Proposal 1 (excluding votes held by the Management Group) — For 105,736,237; Against 37,180; Abstain 139,207. Management Group collectively held 623,379 common shares (4.7% of common stock).
• Proposal 2 (advisory approval of named executive officer compensation related to the Asset Sale) — For 106,225,379; Against 307,877; Abstain 2,747.
• Proposal 3 (adjournment to solicit additional proxies) was not needed and therefore not voted on.

Why It Matters

• Stockholder approval was a required step for the planned asset sale; the vote clears a major procedural hurdle for the transaction but does not guarantee the sale will close. The filing explicitly states closing remains subject to satisfaction or waiver of closing conditions.
• The disinterested stockholder approval was obtained despite related-party involvement (the Management Group includes the CEO and other insiders), which is important for fairness reviews and potential regulatory scrutiny.
• The advisory vote on executive compensation related to the deal passed, but is non-binding. Investors should watch subsequent closing notices, any amendments to the MBO APA, and disclosure of closing conditions, timing, and proceeds allocation.