Lightstone REIT V Seeks Re-election of 8 Directors at Dec. 15 Annual Meeting

TL;DR

**Lightstone REIT V's board election is a rubber stamp, but their strong independent director structure is a bullish sign for governance-focused investors.**

AI Summary

Lightstone Value Plus REIT V, Inc. is holding its annual meeting on December 15, 2025, to elect eight directors for one-year terms. The board of directors, which currently has eight seats and is composed of Mr. Hochberg (CEO and Chairman), Mr. Lichtenstein (CEO of sponsor/advisor), and independent directors, unanimously recommends a vote FOR each nominee. As of the September 19, 2025 record date, there were 18,495,950 shares of common stock outstanding, each entitled to one vote. The company's charter mandates a majority of independent directors on the board, and all three permanent committees (audit, conflicts, and nominating) are entirely composed of independent directors. The board oversees risk management, reviewing liquidity, credit, operations, regulatory compliance, and material agreement covenants no less than quarterly. The company anticipates paying approximately $50,000 to Broadridge Financial Solutions, Inc. for proxy solicitation services, plus reimbursement of out-of-pocket expenses.

Why It Matters

This DEF 14A filing outlines the routine election of directors for Lightstone Value Plus REIT V, Inc., a critical governance function for investors. The board's composition, with a majority of independent directors and fully independent audit and conflicts committees, signals a commitment to strong oversight, which can instill investor confidence. The explicit mention of quarterly risk reviews covering liquidity, credit, and regulatory compliance provides transparency into the company's operational stability. In a competitive REIT market, robust governance and clear risk management strategies are vital for attracting and retaining capital, ensuring the company remains accountable to its 18,495,950 outstanding shares.

Risk Assessment

Risk Level: low — The filing is a routine DEF 14A for director elections, indicating no immediate financial or operational risks. The board's commitment to a majority of independent directors and fully independent audit and conflicts committees, as stated in the charter, suggests robust governance, mitigating internal control risks.

Analyst Insight

Investors should review the director nominees to ensure alignment with their governance preferences, but given the board's unanimous recommendation and routine nature, no immediate action beyond voting FOR the nominees is suggested. Long-term investors should monitor future filings for any changes to the board's independent composition or risk oversight processes.

Key Numbers

• December 15, 2025 — Annual Meeting Date (Date stockholders will vote on director elections)
• 8 — Number of Directors (Number of directors to be elected for one-year terms)
• September 19, 2025 — Record Date (Date for determining stockholders entitled to vote)
• 18,495,950 — Shares Outstanding (Number of common shares outstanding as of the Record Date)
• $50,000 — Proxy Solicitation Cost (Anticipated payment to Broadridge Financial Solutions, Inc. for services)
• 11:00 a.m. Eastern Time — Annual Meeting Time (Scheduled start time for the annual meeting)
• 75% — Director Meeting Attendance (Minimum attendance rate for each current director at board meetings in 2025)
• 5 — Board Meetings in 2025 (Number of board meetings held during 2025)
• 2 — Written Consents in 2025 (Number of times the board acted by written consent in 2025)
• June 10, 2026 — Next Proxy Proposal Deadline (Deadline for stockholder proposals for inclusion in next annual meeting proxy materials)

Key Players & Entities

• Lightstone Value Plus REIT V, Inc. (company) — Registrant
• Terri Warren Reynolds (person) — General Counsel and Secretary
• Seth Molod (person) — Officer and appointed proxy
• Joseph E. Teichman (person) — Officer and appointed proxy
• Mr. Hochberg (person) — CEO and Chairman of the Board
• Mr. Lichtenstein (person) — Chief Executive Officer of sponsor and external advisor
• LSG Development LLC (company) — The Advisor
• Broadridge Financial Solutions, Inc. (company) — Proxy solicitation firm
• Securities and Exchange Commission (regulator) — Regulatory body
• Lightstone Group (company) — Location of annual meeting

FAQ

Industry Context

Lightstone Value Plus REIT V, Inc. operates within the real estate investment trust (REIT) sector, which is sensitive to interest rate changes, economic conditions, and real estate market dynamics. The REIT industry is characterized by its focus on generating income from real estate investments, often through rental income or property appreciation. Companies in this sector must navigate evolving regulatory landscapes and competitive pressures to maintain profitability and shareholder value.

Regulatory Implications

As a publicly traded entity, Lightstone Value Plus REIT V, Inc. is subject to SEC regulations, including those governing proxy solicitations and corporate governance. Compliance with these regulations is crucial for maintaining investor confidence and avoiding penalties. The company's board structure, with a majority of independent directors and independent committee members, aligns with corporate governance best practices and regulatory expectations.

What Investors Should Do

1. Review director nominees and board recommendations.
2. Submit proxy vote by Internet, telephone, or mail.
3. Understand voting requirements and impact of abstentions/broker non-votes.

Key Dates

• 2025-12-15: Annual Meeting of Stockholders — Stockholders will vote on the election of eight directors for one-year terms and other business.
• 2025-09-19: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2025-10-08: Mailing of Proxy Materials — Proxy statement, proxy card, and 2024 annual report are sent to stockholders.
• 2026-06-10: Next Proxy Proposal Deadline — Deadline for stockholder proposals to be included in the next annual meeting's proxy materials.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting, including director nominations, executive compensation, and other matters to be voted on by shareholders. (This document is the proxy statement for Lightstone Value Plus REIT V, Inc.'s annual meeting.)

Proxy

A document or electronic submission that authorizes another person to vote a stockholder's shares on their behalf. (Stockholders can vote by proxy if they cannot attend the annual meeting in person.)

Record Date

A specific date set by a company to determine which shareholders are eligible to vote at a shareholder meeting. (September 19, 2025, is the record date for determining who can vote at the December 15, 2025, annual meeting.)

Quorum

The minimum number of shares that must be represented at a meeting (in person or by proxy) for business to be legally transacted. (A quorum, consisting of one-third of all votes entitled to be cast, is required for the annual meeting to be valid.)

Broker Non-Vote

Occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because they lack discretionary authority and have not received voting instructions from the owner. (Broker non-votes can impact the outcome of director elections, as they effectively count as a vote against a nominee under the majority vote standard.)

Year-Over-Year Comparison

This filing is a DEF 14A for the 2025 annual meeting. Specific comparative financial metrics from a previous filing (e.g., 2024 DEF 14A) are not detailed within this document. However, the document indicates that the 2024 annual report to stockholders is being mailed along with the proxy materials, suggesting that a comparison of financial performance between 2024 and prior periods would be available within that report.

Key Financial Figures

• $50,000 — tion services we will pay approximately $50,000, plus reimbursement of Broadridge&rsquo

Filing Documents

• ltsv5def14a092625.htm (DEF 14A) — 251KB
• img_001.jpg (GRAPHIC) — 18KB
• proxy_001.jpg (GRAPHIC) — 207KB
• proxy_002.jpg (GRAPHIC) — 238KB
• 0001185185-25-001400.txt ( ) — 828KB

From the Filing

DEF 14A 1 ltsv5def14a092625.htm FORM DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) 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 Pursuant to Sec.240.14a-12 LIGHTSTONE VALUE PLUS REIT V, INC. (Name of Registrant as Specified In Its Charter) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. 1985 Cedar Bridge Avenue, Suite 1 Lakewood, New Jersey 08701 Proxy To Be Held December 15, 2025 SOLICITATION OF PROXIES BY THE BOARD OF DIRECTORS Dear Stockholder: On December 15, 2025, Lightstone Value Plus REIT V, Inc. (“we,” “our,” or the “Company”) will hold its annual meeting of stockholders at the offices of the Lightstone Group, 299 Park Avenue, 34 th Floor, New York, New York 10171. The annual meeting will begin at 11:00 a.m. Eastern Time. We are holding the annual meeting of stockholders for the following purpose: To elect eight directors to hold office for one-year terms. The board of directors recommends a vote FOR each nominee. In addition, we will attend to such other business as may properly come before the annual meeting and any adjournment or postponement thereof. The board of directors does not know of any matters that may be voted upon at the annual meeting other than the matters set forth above. The board of directors has selected September 19, 2025 as the record date for determining stockholders entitled to vote at the annual meeting. The proxy statement, proxy card, and our 2024 annual report to stockholders are being mailed to you on or about October 8, 2025. Whether or not you plan to attend the annual meeting and vote in person, we urge you to have your vote recorded as early as possible. Stockholders have the following three options for submitting their votes by proxy: (1) via the Internet; (2) by telephone; or (3) by mail, using the enclosed proxy card. YOUR VOTE IS VERY IMPORTANT! Your immediate response will help avoid potential delays and may save us significant additional expenses associated with soliciting stockholder votes. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 15, 2025: Our proxy statement, form of proxy card and 2024 annual report to stockholders are also available at www.proxyvote.com and can be accessed by using the 16-digit control number and following the instructions located on the enclosed proxy card. By Order of the Board of Directors, /s/ Terri Warren Reynolds Terri Warren Reynolds General Counsel and Secretary Lakewood, New Jersey October 8, 2025 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING The following are some questions that you, as a stockholder of Lightstone Value Plus REIT V, Inc. (the “Company”), may have regarding the annual meeting and voting and brief answers to those questions. We urge you to read carefully the remainder of this proxy statement because the information in this section may not provide all the information that might be important to you with respect to the proposals being considered at the annual meeting. In this section and elsewhere in this proxy statement, references to “you” refers to the Company’s stockholders to whom the notice of annual meeting and this proxy statement are addressed, and references to “we,” “us” or “our” refer to the Company. Q: Why did you send me these materials? A: We sent you this proxy statement and the enclosed proxy card because the board of directors is soliciting your proxy to vote your shares at the Company’s 2025 annual meeting of stockholders (the “Annual Meeting”). You owned shares of our common stock of record at the close of business on September 19, 2025, the record date for the Annual Meeting, and, therefore, are entitled to vote at the Annual Meeting. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and is designed to assist you in voting. You do not need to attend the Annual Meeting in person in order to vote. Q: Who is entitled to vote at the Annual Meeting? A: Anyone who is a stockholder of record at the close of business on September 19, 2025 (the “Record Date”), or who holds a valid proxy for the Annual Meeting, is entitled to receive the accompanying notice and to vote their shares

View Full Filing

View this DEF 14A filing on SEC EDGAR