Lightstone REIT II Sets Dec. 8 Annual Meeting, Board Re-election on Tap

TL;DR

**Lightstone REIT II's annual meeting is a rubber stamp for current directors; don't expect any shake-ups, but vote to maintain your influence.**

AI Summary

Lightstone Value Plus REIT II, Inc. (LVPR2) is holding its 2025 Annual Meeting of Stockholders on December 8, 2025, at 9:00 a.m. EST in New York, New York. The primary agenda item is the election of three individuals to the Board of Directors: David W. Lichtenstein, George R. Whittemore, and Yehuda “Judah” L. Angster, all of whom currently serve. The Board, which consists of three directors with two being independent, held four meetings in 2024, with all directors present at each. As of the September 30, 2025 record date, 15.9 million shares of common stock were outstanding and entitled to vote. Notably, Lightstone Value Plus REIT II LLC (the "Advisor") and The Lightstone Group, LLC (the "Sponsor"), along with their affiliates, will abstain from voting their 20,000 shares in the director election. The company will incur approximately $20,000 in fees to Computershare Fund Services (CFS) for proxy solicitation, in addition to reimbursement of out-of-pocket expenses. The Board recommends a 'FOR' vote for all three director nominees.

Why It Matters

This DEF 14A filing outlines the upcoming annual meeting for Lightstone Value Plus REIT II, Inc., a crucial event for investors to exercise their governance rights. The re-election of all three current directors, including CEO David Lichtenstein, signals continuity in leadership and strategic direction for the real estate investment trust. The abstention of the Advisor and Sponsor from voting their 20,000 shares in the director election is a notable detail, potentially increasing the relative influence of other stockholders. For investors, understanding the board's composition and the voting process is key to assessing the company's future performance and competitive positioning in the REIT sector.

Risk Assessment

Risk Level: low — The risk level is low as this DEF 14A primarily concerns routine corporate governance, specifically the annual election of directors. There are no indications of contentious proposals, significant financial changes, or material adverse events. The company explicitly states the Board of Directors recommends a 'FOR' vote for all three nominees, suggesting a stable leadership outlook.

Analyst Insight

Investors should review the backgrounds of the director nominees to ensure alignment with their investment strategy. While the Board recommends a 'FOR' vote, stockholders should still cast their vote via Internet, telephone, or mail by December 8, 2025, to ensure their voice is heard and to avoid potential delays and additional solicitation expenses.

Executive Compensation

Key Numbers

• December 8, 2025 — Annual Meeting Date (Date stockholders will vote on directors)
• September 30, 2025 — Record Date (Date for determining stockholders entitled to vote)
• 15.9 million — Shares Outstanding (Number of common stock shares entitled to vote as of record date)
• 20,000 — Shares Held by Advisor (Shares owned by Lightstone Value Plus REIT II LLC, which will abstain from voting in director election)
• $20,000 — Proxy Solicitation Fee (Fee paid to Computershare Fund Services for proxy solicitation)
• 3 — Number of Directors (Current and proposed number of directors on the Board)
• 4 — Board Meetings in 2024 (Number of Board meetings held in the past year, all with full attendance)
• 9:00 a.m. EST — Meeting Time (Start time of the 2025 Annual Meeting of Stockholders)
• 2 — Independent Directors (Number of independent directors on the current Board)
• October 10, 2025 — Mailing Date (Approximate date proxy materials were first mailed to stockholders)

Key Players & Entities

• Lightstone Value Plus REIT II, Inc. (company) — Registrant and issuer of common stock
• David W. Lichtenstein (person) — Chairman of the Board, Chief Executive Officer, and Director Nominee
• George R. Whittemore (person) — Director Nominee
• Yehuda “Judah” L. Angster (person) — Director Nominee
• Lightstone Value Plus REIT II LLC (company) — External Advisor, owned 20,000 shares
• The Lightstone Group, LLC (company) — Sponsor, affiliated with David Lichtenstein
• Joseph Teichman (person) — General Counsel and Secretary
• Securities and Exchange Commission (regulator) — Regulatory body for filings
• Computershare Fund Services (company) — Proxy solicitor
• Lightstone Value Plus REIT I, Inc. (company) — Affiliate where David Lichtenstein serves as Chairman and CEO

FAQ

Risk Factors

• Dependence on Advisor and Sponsor [medium — operational]: The company's operations and strategic direction are heavily influenced by Lightstone Value Plus REIT II LLC (the "Advisor") and The Lightstone Group, LLC (the "Sponsor"). Their affiliates will abstain from voting their 20,000 shares in the director election, indicating a potential concentration of control and decision-making power.
• Director Election Process [low — regulatory]: The annual meeting on December 8, 2025, focuses on electing three directors, all of whom are current board members. This process, while standard, requires careful review by stockholders to ensure continued effective governance and alignment with shareholder interests.

Industry Context

The Real Estate Investment Trust (REIT) sector is characterized by its reliance on real estate market performance, interest rate sensitivity, and regulatory oversight. Companies like Lightstone Value Plus REIT II, Inc. operate within a landscape that demands strategic property acquisition, efficient management, and access to capital markets. Trends such as evolving tenant demands, technological integration in property management, and shifts in economic conditions significantly influence the sector's performance.

Regulatory Implications

As a REIT, Lightstone Value Plus REIT II, Inc. is subject to specific tax laws and corporate governance requirements. The company's adherence to SEC regulations, including timely and accurate filings like the DEF 14A, is critical for maintaining compliance and investor confidence. The structure of the board, with a majority of independent directors, aligns with best practices for corporate governance and regulatory expectations.

What Investors Should Do

1. Review the qualifications and experience of the director nominees (David W. Lichtenstein, George R. Whittemore, and Yehuda “Judah” L. Angster) to ensure they align with the company's strategic goals and shareholder interests.
2. Consider the Board's recommendation to vote 'FOR' all three director nominees, understanding that all current directors are being renominated.
3. Note the abstention from voting by the Advisor and Sponsor on their 20,000 shares in the director election, and assess any implications for voting power and governance.
4. Be aware of the proxy solicitation fees ($20,000) and understand that these are standard costs associated with facilitating shareholder participation in the annual meeting.

Key Dates

• 2025-12-08: 2025 Annual Meeting of Stockholders — Stockholders will vote on the election of three directors and other business matters.
• 2025-09-30: Record Date — Determined the stockholders entitled to vote at the annual meeting.
• 2024-01-01: Board Meetings — The Board of Directors held four meetings in 2024, with all directors attending each, indicating active governance.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting of stockholders, including director nominees, executive compensation, and other corporate governance matters. (This document is the primary source of information for the annual meeting and director elections.)

REIT

Real Estate Investment Trust. A company that owns, operates, or finances income-generating real estate. (Lightstone Value Plus REIT II, Inc. is structured as a REIT, impacting its business model and regulatory framework.)

Independent Director

A director who has no material relationship with the company, other than their service as a director, and is free from any interest or conflict that could materially interfere with their independent judgment. (Two of the three directors nominated are independent, which is a key aspect of corporate governance.)

Proxy Solicitation

The process of requesting shareholders to grant a proxy (authority) to a designated person to vote their shares on their behalf at a shareholder meeting. (The company is incurring fees for proxy solicitation services, indicating the active management of shareholder voting.)

Advisor

An entity that provides management and advisory services to the REIT, often related to property acquisition, financing, and management. (Lightstone Value Plus REIT II LLC acts as the Advisor, playing a crucial role in the REIT's operations.)

Sponsor

The entity or individuals that organize and promote the formation of a REIT, often having a significant ownership stake and influence. (The Lightstone Group, LLC is the Sponsor, highlighting its foundational role and potential ongoing influence.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting of Stockholders, focusing on director elections. Specific comparative financial metrics from a prior year's filing are not directly available within this DEF 14A document. However, the information provided indicates continuity in board leadership, with all current directors being renominated. The meeting date and record date are specific to the upcoming 2025 meeting, and details on board meeting attendance in 2024 suggest consistent director engagement.

Key Financial Figures

• $20,000 — We will pay CFS a fee of approximately $20,000 in addition to reimbursement of its rea

Filing Documents

• lvpr2def14a092525.htm (DEF 14A) — 239KB
• proxy_001.jpg (GRAPHIC) — 1462KB
• proxy_002.jpg (GRAPHIC) — 1118KB
• 0001185185-25-001339.txt ( ) — 3792KB

Business

Business Experience and Principal Occupation; Directorships in Public Corporations and Investment Companies David Lichtenstein 64 2008 Mr. David Lichtenstein is the Chairman of our Board of Directors and our Chief Executive Officer. Mr. Lichtenstein founded both American Shelter Corporation and The Lightstone Group, LLC. From 1988 to the present, Mr. Lichtenstein has served as Chairman of the Board of Directors and Chief Executive Officer of The Lightstone Group, LLC, directing all aspects of the acquisition, financing and management of a diverse portfolio of multi-family, lodging, retail and industrial properties located in 20 states and Puerto Rico. From June 2004 to the present, Mr. Lichtenstein has served as the Chairman of the board of directors and Chief Executive Officer of Lightstone Value Plus REIT I, Inc. (“Lightstone REIT I”) and Lightstone Value Plus REIT LLC, its advisor. From October 2012 to the present, Mr. Lichtenstein has served as the Chairman of the board of directors of Lightstone Value Plus REIT III, Inc. (“Lightstone REIT III”) and from April 2013 to the present, as the Chief Executive Officer of Lightstone REIT III and of Lightstone Value Plus REIT III LLC. From September 2014 to the present, Mr. Lichtenstein has served as Chairman of the Board of Directors and Chief Executive Officer of Lightstone Value Plus REIT IV, Inc., (“Lightstone REIT IV”), and as Chief Executive Officer of Lightstone Real Estate Income LLC, its advisor. From October 2014 to the present, Mr. Lichtenstein has served as Chairman of the Board of Directors and Chief Executive Officer of Lightstone Enterprises Limited (“Lightstone Enterprises”). On December 19, 2023, Mr. Lichtenstein was appointed to the Board of Directors of Lightstone Value Plus REIT V, Inc. (“Lightstone V”) and is Chairman and Chief Executive Officer of its advisor. Mr. Lichtenstein previously served as Chairman of the Board of Directors

Business

Business Experience and Principal Occupation; Directorships in Public Corporations and Investment Companies George R. Whittemore 75 2008 Mr. Whittemore is one of our independent directors and the Chairman of our Audit Committee. From July 2006 to the present, Mr. Whittemore has served as a member of the board of directors of Lightstone REIT I and the Chairman of its Audit Committee. From December 2013 to present, Mr. Whittemore has served as a member of the board of directors of Lightstone REIT III and the Chairman of its Audit Committee. Previously, Mr. Whittemore served as a Director and member of the Audit Committee of Village Bank Financial Corporation in Richmond, Virginia, a publicly traded company, through May 2023. Mr. Whittemore previously served as a as a Director of Condor Hospitality, Inc. in Norfolk, Nebraska, a publicly traded company, from November 1994 to March 2016. Mr. Whittemore previously served as a Director and Chairman of the Audit Committee of Prime Group Realty Trust from July 2005 until December 2012. Mr. Whittemore previously served as President and Chief Executive Officer of Condor Hospitality Trust, Inc. from November 2001 until August 2004 and as Senior Vice President and Director of both Anderson & Strudwick, Incorporated, a brokerage firm based in Richmond, Virginia, and Anderson & Strudwick Investment Corporation, from October 1996 until October 2001. Mr. Whittemore has also served as a Director, President and Managing Officer of Pioneer Federal Savings Bank and its parent, Pioneer Financial Corporation, from September 1982 until August 1994, and as President of Mills Value Adviser, Inc., a registered investment advisor. Mr. Whittemore is a graduate of the University of Richmond. Mr. Whittemore has been selected to serve as an independent director because of his extensive experience in accounting, banking, finance and real estate. Yehuda “Judah” L. Angster 42 2021 Mr. Angster is one of our independent d

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View this DEF 14A filing on SEC EDGAR