Cto Realty Growth Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect six director nominees (Laura M. Franklin, John P. Albright, George R. Brokaw, Christopher J. Drew, R. Blakeslee Gable, Christopher W. Haga) for one-year terms expiring at the 2027 annual meeting.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Grant Thornton LLP as independent registered public accounting firm for fiscal year 2026.

3. 3

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement for 2025.

4. 4

   Approval of the Company’s Sixth Amended and Restated 2010 Equity Incentive Plan

   ManagementBoard: FOR

   Approve the Sixth Amended and Restated 2010 Equity Incentive Plan to increase share reserve, increase director and grantee limits, and extend plan expiration date.

   More detail

   Management proposes stockholder approval of the Sixth Amended and Restated 2010 Equity Incentive Plan to increase the plan share reserve by 1,250,000 shares, raise per-grantee and nonemployee director limits, and extend the plan expiration to 2036. Management frames the amendment as necessary to continue using equity awards to attract, motivate and retain employees and directors, arguing that without additional shares the company would need to rely more on cash awards which could be less aligned with stockholder interests and put the Company at a competitive disadvantage. The proposal includes governance-friendly features (minimum one-year vesting except for limited carve-outs, no evergreen provision, no discounted options/SARs, dividend equivalents only on vested awards, and no tax gross-ups) that are intended to address common stockholder concerns about equity plan design. The board also discloses the current share usage metrics (106,156 shares available as of April 16, 2026, 240,110 restricted shares outstanding, 314,382 performance shares outstanding representing up to 532,100 shares) and states a modest three-year average burn rate of 0.68% to justify the requested increase. The board recommends a yes vote, arguing the increase is modest, the expected overhang remains limited, and that the additional shares will last approximately three to five years based on projected grant practices. The compensation committee’s decision followed consideration of dilution measures, historical awarding patterns, peer benchmarking support from Ferguson Partners, and anticipated recruiting/retention needs. Potential governance concerns include the magnitude of the increase relative to market cap and the broad discretion retained by the committee over awards; however, mitigating factors cited include the plan limits, anti-repricing provisions, and governance features. The recommendation notes the plan’s conservative usage to date but leaves open that significant future grant pacing could increase dilution; shareholders should weigh the board’s governance commitments and historical low burn rate against the total incremental dilution represented by adding 1,250,000 shares to the reserve.

Upcoming shareholder meetings at Cto Realty Growth Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Cto Realty Growth Inc 2026 annual meeting?

Cto Realty Growth Inc (CTO) holds its 2026 annual shareholder meeting on Wednesday, June 17, 2026.

What is the record date for the Cto Realty Growth Inc 2026 meeting?

The record date for the Cto Realty Growth Inc 2026 meeting is Thursday, April 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cto Realty Growth Inc's 2026 meeting?

The board is presenting 6 director nominees at the Cto Realty Growth Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cto Realty Growth Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Cto Realty Growth Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.