Portsmouth Square Inc. Announces Annual Meeting of Shareholders on May 20, 2024

TL;DR

<b>Portsmouth Square, Inc. will hold its Annual Meeting of Shareholders on May 20, 2024, to elect directors, ratify auditors, and vote on executive compensation.</b>

AI Summary

PORTSMOUTH SQUARE INC (PRSI) filed a Proxy Statement (DEF 14A) with the SEC on April 17, 2024. Annual Meeting of Shareholders scheduled for May 20, 2024, at 3:30 P.M. PST. Meeting to be held at Hilton San Francisco Financial District, 750 Kearny Street, San Francisco, CA 94108. Shareholders will vote on the election of five directors. The retention of WithumSmith+Brown, PC as independent auditor for FY2024 will be ratified. Shareholders will vote on executive compensation and the frequency of future advisory votes on executive compensation.

Why It Matters

For investors and stakeholders tracking PORTSMOUTH SQUARE INC, this filing contains several important signals. This filing is a proxy statement (DEF 14A) detailing the agenda for the upcoming shareholder meeting, which is crucial for corporate governance and shareholder rights. The meeting's agenda includes key decisions on board composition, auditor independence, and executive pay, directly impacting shareholder value and company oversight.

Risk Assessment

Risk Level: low — PORTSMOUTH SQUARE INC shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain significant new financial or operational information that would alter the company's risk profile.

Analyst Insight

Shareholders should review the proxy materials to make informed decisions regarding director elections and executive compensation at the upcoming annual meeting.

Key Numbers

• 5 — Directors to be elected (Agenda item for Annual Meeting)
• 2024 — Fiscal Year (Independent auditor retention period)
• May 20, 2024 — Annual Meeting Date (Scheduled date for shareholder meeting)
• 3:30 P.M. — Meeting Time (Scheduled time for shareholder meeting)

Key Players & Entities

• PORTSMOUTH SQUARE INC (company) — Registrant
• WithumSmith+Brown, PC (company) — Independent registered public accounting firm
• May 20, 2024 (date) — Annual Meeting date
• Hilton San Francisco Financial District (company) — Meeting location

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC regulations regarding proxy solicitations and annual meetings, including timely filing and accurate disclosure.
• Shareholder Meeting Logistics [low — operational]: Ensuring the smooth execution of the annual shareholder meeting, including venue, attendance, and voting procedures, is critical for effective corporate governance.

Key Dates

• 2024-05-20: Annual Meeting of Shareholders — Election of directors, ratification of auditors, and advisory votes on executive compensation.

Glossary

DEF 14A

Definitive Proxy Statement filed with the SEC. (This filing provides detailed information about the company's annual meeting agenda and matters to be voted on by shareholders.)

Proxy Statement

A statement filed by a company with the SEC that contains information about the annual meeting of shareholders. (Essential document for shareholders to understand the issues being voted on and make informed decisions.)

Independent Registered Public Accounting Firm

An external audit firm hired to provide an independent opinion on the company's financial statements. (Ratification of this firm ensures continued independent oversight of the company's financial reporting.)

Key Financial Figures

• $100,000 — mpany whose total compensation exceeded $100,000 for all services rendered to the Compan
• $6,000 — $ 173,000 (1) Amounts shown include $6,000 per year in regular Director&rsquo;s fe
• $100 — to Non-PEO NEOs Value of Initial Fixed $100 Investment Based On Total Shareholder R

Filing Documents

• formdef14a.htm (DEF 14A) — 259KB
• formdef14a_001.jpg (GRAPHIC) — 51KB
• formdef14a_002.jpg (GRAPHIC) — 52KB
• 0001493152-24-014913.txt (&nbsp;) — 402KB

Business

Business Experience The principal occupation and business experience during the last five years for each of the directors and executive officers of the Company are as follows: John V. Winfield &mdash; Mr. Winfield was first elected to the Board in May of 1996 and currently serves as the Company&rsquo;s Chairman of the Board and Chief Executive Officer. Mr. Winfield is also Chairman of the Board, President, and Chief Executive Officer of Portsmouth&rsquo;s parent company, The InterGroup Corporation (&ldquo;InterGroup&rdquo;), a public company, and has held those positions since 1987. Mr. Winfield&rsquo;s extensive experience as an entrepreneur and investor, as well as his managerial and leadership experience from serving as a chief executive officer and director of public companies, led to the Board&rsquo;s conclusion that he should serve as a director of the Company. David C. Gonzalez &mdash; Mr. Gonzalez was elected as the Company&rsquo;s President in May 2021 upon the resignation of Mr. Winfield. Mr. Gonzalez was appointed Vice President Real Estate of InterGroup, Portsmouth&rsquo;s parent company, from January 31, 2001 to May 31, 2023. Since 1989, Mr. Gonzalez has served in numerous capacities with InterGroup, including Controller and Director of Real Estate. Mr. Gonzalez was appointed advisor of the Executive Strategic Real Estate and Securities Investment Committee of InterGroup and Portsmouth in February 2020. On May 31, 2023, Mr. Gonzalez was appointed Chief Operating Officer to InterGroup. John C. Love &mdash; Mr. Love was appointed a director of the Company on March 5, 1998. Mr. Love is an international hospitality and tourism consultant. He is a retired partner in the national CPA and consulting firm of Pannell Kerr Forster and, for the last 30 years, a lecturer in hospitality management at Golden Gate University and San Francisco State University. He is Chairman Emeritus of the Board of Trustees of Golden Gate University and the Honorary Director

: Gender Identity

Part I: Gender Identity Directors 1 4

: Demographic Background

Part II: Demographic Background African American or Black 1 - White - 4 Committees Portsmouth has established four committees, a Nominating Committee (the &ldquo;Nominating Committee&rdquo;), a Compensation Committee (the &ldquo;Compensation Committee&rdquo;), an Audit Committee (the &ldquo;Audit Committee&rdquo;), and an Executive Strategic Real Estate and Securities Investment Committee (the &ldquo;Executive Committee&rdquo;). Nominating Committee. The Nominating Committee is currently comprised of members Grunwald (Chairperson) and Love. New director nominations by shareholders, if any, will be considered and determined by the Board of Directors in its sole discretion. The Company has no policy or procedure concerning the consideration of any director candidates recommended by security holders. As a smaller reporting company that has approximately 78.2% of its voting securities controlled by management, the Company has not deemed it appropriate to institute such a policy since any nominee that is unacceptable to the Board of Directors would be unlikely ever to be elected. The Nominating Committee held one meeting during the 2023 fiscal year. 5 Compensation Committee. The Compensation Committee is currently comprised of members Nance (Chairperson), Grunwald, and Love. The Board seeks to design and set compensation to attract and retain highly qualified executive officers and to align their interests with those of long-term compensation but does review and monitor published compensation surveys and studies. No officer or employee (or former officer or employee) of the Company participated in deliberations of the Board concerning such officer or employee&rsquo;s compensation. The Board may delegate to the Company&rsquo;s Chief Executive Officer the authority to determine the compensation of certain executive offic

View Full Filing

View this DEF 14A filing on SEC EDGAR