CTO Realty Growth, Inc. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>CTO Realty Growth, Inc. will hold its 2024 Annual Meeting of Stockholders online on June 20, 2024, to vote on director elections, auditor ratification, and executive compensation.</b>

AI Summary

CTO Realty Growth, Inc. (CTO-PA) filed a Proxy Statement (DEF 14A) with the SEC on April 29, 2024. The Annual Meeting is scheduled for June 20, 2024, at 3:00 p.m. eastern time, conducted online only. Key agenda items include the election of six director nominees, ratification of Grant Thornton LLP as independent auditors, and an advisory vote on executive compensation. Stockholders of record as of April 19, 2024, are eligible to vote. The company urges stockholders to vote by telephone or online, even if they plan to attend the meeting live. Printed proxy materials are available upon request.

Why It Matters

For investors and stakeholders tracking CTO Realty Growth, Inc., this filing contains several important signals. This filing is a definitive proxy statement (DEF 14A) detailing the agenda and voting procedures for the upcoming annual meeting. The meeting's agenda focuses on corporate governance matters, including board composition and executive pay, which are critical for investor oversight.

Risk Assessment

Risk Level: low — CTO Realty Growth, Inc. shows low risk based on this filing. The filing is a routine proxy statement with no immediate financial or operational news, indicating a low-risk profile for this specific document.

Analyst Insight

Review the director nominees and executive compensation proposals to inform voting decisions for the June 20, 2024, annual meeting.

Key Numbers

• 6 — Director Nominees (Number of director nominees for election)
• 2024 — Fiscal Year (Fiscal year for which Grant Thornton LLP is proposed to be ratified as auditor)
• 2025 — Annual Meeting Year (Year for which director terms will expire)

Key Players & Entities

• CTO Realty Growth, Inc. (company) — Registrant name
• Grant Thornton LLP (company) — Independent registered public accounting firm
• June 20, 2024 (date) — Annual Meeting Date
• April 19, 2024 (date) — Record date for stockholders
• 2025 (date) — Director terms expiration year
• 2024 (date) — Fiscal year for auditor appointment

FAQ

Industry Context

CTO Realty Growth, Inc. operates as a real estate investment trust, focusing on acquiring and managing a diversified portfolio of net lease properties.

Regulatory Implications

The filing adheres to SEC regulations for proxy solicitations, ensuring transparency in corporate governance matters.

What Investors Should Do

1. Review the proxy statement for details on director nominees and their qualifications.
2. Understand the advisory vote on executive compensation and the rationale behind it.
3. Confirm voting instructions and deadlines to ensure participation in the Annual Meeting.

Key Dates

• 2024-06-20: Annual Meeting of Stockholders — Voting on director nominees, auditor ratification, and executive compensation.
• 2024-04-19: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard proxy statement for an annual meeting, and does not represent a change from previous reporting cycles in terms of filing type.

Key Financial Figures

• $80.0 m — sets and one land parcel for a total of $80.0 million, as well as the origination of tw
• $30.4 m — of two structured investments totaling $30.4 million, all at favorable return rates. A

Filing Documents

• tm244049d2_def14a.htm (DEF 14A) — 1219KB
• bc_dilutedshare-bw.jpg (GRAPHIC) — 41KB
• bc_executivesum-bw.jpg (GRAPHIC) — 37KB
• bc_grouptsr-bw.jpg (GRAPHIC) — 45KB
• bc_netincome-bw.jpg (GRAPHIC) — 42KB
• cv_ifc-bw.jpg (GRAPHIC) — 67KB
• fc_longtermincentive-bw.jpg (GRAPHIC) — 38KB
• lg_ctorealtygrowth-bw.jpg (GRAPHIC) — 28KB
• pc_23directorcomp-bw.jpg (GRAPHIC) — 12KB
• pc_24directorcomp-bw.jpg (GRAPHIC) — 12KB
• pc_ceo-bw.jpg (GRAPHIC) — 28KB
• pc_for2020-bw.jpg (GRAPHIC) — 7KB
• pc_for2021-bw.jpg (GRAPHIC) — 7KB
• pc_for2022-bw.jpg (GRAPHIC) — 7KB
• pc_for2023-bw.jpg (GRAPHIC) — 7KB
• px_24ctorealtyproxy1pg01-4c.jpg (GRAPHIC) — 360KB
• px_24ctorealtyproxy1pg02-4c.jpg (GRAPHIC) — 241KB
• sg_danielsmith-bw.jpg (GRAPHIC) — 4KB
• tb_status-bw.jpg (GRAPHIC) — 90KB
• 0001104659-24-053879.txt (&nbsp;) — 4869KB
• cto-20231231.xsd (EX-101.SCH) — 10KB
• cto-20231231_def.xml (EX-101.DEF) — 7KB
• cto-20231231_lab.xml (EX-101.LAB) — 35KB
• cto-20231231_pre.xml (EX-101.PRE) — 8KB
• tm244049d2_def14a_htm.xml (XML) — 298KB

From the Filing

tm244049-1_nonfiling - none - 10.6336371s TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under Rule 14a-12 CTO REALTY GROWTH, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 TABLE OF CONTENTS TABLE OF CONTENTS CTO REALTY GROWTH, INC. 369 N. New York Ave, Suite 201 Winter Park, FL 32789 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Annual Meeting Date: June 20, 2024 Time: 3:00 p.m. eastern time Location: Online Meeting Only—No Physical Location AGENDA: 1. Election of the six director nominees listed in the proxy statement for one-year terms expiring at the 2025 annual meeting of stockholders; 2. Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2024; 3. Hold an advisory vote to approve executive compensation; and 4. Transact such other business as may properly come before the meeting or any adjournments or postponements thereof. Stockholders of record at the close of business on April 19, 2024, are entitled to notice of, and to participate in and vote at, the 2024 annual meeting of stockholders (including any adjournments or postponements thereof, the "Annual Meeting"). We hope you will be able to participate in the Annual Meeting. However, whether or not you plan to participate live in the Annual Meeting, you are urged to vote by telephone or online as instructed in the Notice of Internet Availability of Proxy Materials, in order to ensure your representation and the presence of a quorum at the Annual Meeting. You may also request a printed proxy card to submit your vote by mail. You will not receive a printed copy of the proxy materials unless you request them as instructed in the Notice of Internet Availability of Proxy Materials. If you submit your proxy (whether via internet, telephone or return of paper proxy card by mail) and then decide to participate live in the Annual Meeting and to vote your shares during the Annual Meeting, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the accompanying proxy statement. By Order of the Board of Directors Daniel E. Smith Senior Vice President, General Counsel & Corporate Secretary Winter Park, Florida April 29, 2024 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 20, 2024: CTO Realty Growth, Inc.'s proxy statement in connection with the Annual Meeting and its Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission are available at: https://www.edocumentview.com/CTO. TABLE OF CONTENTS CTO REALTY GROWTH, INC. PROXY STATEMENT TABLE OF CONTENTS Page LETTER FROM THE CHAIRMAN 1 GENERAL INFORMATION 3 PROPOSAL 1: ELECTION OF DIRECTORS 7 DIRECTOR COMPENSATION FOR 2023 11 CORPORATE GOVERNANCE—COMMITTEES OF THE BOARD OF DIRECTORS 13 CORPORATE GOVERNANCE—HIGHLIGHTS AND ESG 17 CORPORATE GOVERNANCE—EXECUTIVE OFFICERS 23 BENEFICIAL OWNERSHIP OF COMMON STOCK 24 COMPENSATION DISCUSSION AND ANALYSIS 26 COMPENSATION COMMITTEE REPORT 39 SUMMARY COMPENSATION TABLE FOR 2021–2023 40 GRANTS OF PLAN-BASED AWARDS DURING THE YEAR ENDED DECEMBER 31, 2023 42 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END FOR 2023 43 OPTIONS EXERCISED AND STOCK VESTED DURING THE YEAR ENDED DECEMBER 31, 2023 45 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 46 PAY RATIO 50 PAY VERSUS PERFORMANCE 51 REPORT OF THE AUDIT COMMITTEE 55 PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 56 PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 58 OTHER MATTERS 59 DELINQUENT SECTION 16(a) REPORTS 59 STOCKHOLDER PROPOSALS AND DIRECTOR CANDIDATE NOMINATIONS 59 ANNUAL REPORT 60 Appendix A A-1 i TABLE OF CONTENTS LETTER FROM THE CHAIRMAN Fellow Stockholders: It is my pleasure to inform you that our 2024 Annual Meeting of Stockholders will be conducted online on Thursday, June 20, 2024. The virtual nature of the meeting will enable us to increase stockholder accessibility, while improving meeting efficiency and reducing costs.

View Full Filing

View this DEF 14A filing on SEC EDGAR