Not independent
Tenure on this board
36.6 yrs
5 nominees · 3 ballot items.
Elect five directors; ratify Turner Stone & Company LLP as independent auditors; and approve issuance of 2,000,000 shares of common stock to Realty Advisors, Inc. for cash.
Election of a Board of five directors to serve until the next annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of Turner Stone & Company LLP as the Company's independent registered public accounting firm for 2026 and interim periods.
Approve issuance of 2,000,000 new shares of common stock to Realty Advisors, Inc. at not less than $1.00 per share to increase stockholder equity and to help ensure compliance with NYSE American listing requirements.
This management proposal asks shareholders to approve the issuance of 2,000,000 new common shares to Realty Advisors, Inc. at not less than $1.00 per share to raise at least $2.0 million and thereby increase the Company’s average global market capitalization to satisfy NYSE American listing requirements. Management is seeking shareholder approval because Section 713 of the NYSE American Company Guide requires stockholder approval when an issuance could increase outstanding shares by 20% or more, and NYSE approval of an additional listing application is a precondition to the transaction. The proposal reflects a governance and capital markets context: the company’s relatively small float (about 5.13 million shares) and recent trading prices create a risk that the NYSE American could suspend trading under a new Rule 1003(a)(i)(D) tied to average global market capitalization. The issuance would dilute existing holders by increasing outstanding shares to 7.13 million (about 28% held by the purchaser) and would create a significant single-holder position, potentially altering control dynamics and making the purchaser an affiliate. Management frames the transaction as necessary to maintain listing, provide working capital and fund potential acquisitions, and sets the price at $1.00 per share (about 110% of the recent 10-day average closing price) to mitigate immediate dilution concerns. Notably, the purchaser, Realty Advisors, Inc., has a prior commercial relationship and service affiliate (Pillar) with the company, raising related-party governance considerations; the Board notes restrictions on resale but acknowledges potential market impact from future sales. The Audit and Governance committees’ involvement, the pre-existing advisory agreement with a subsidiary of the purchaser, and the pro forma effects on equity and book value are material context for evaluating long-term shareholder value. The Board unanimously recommends FOR the proposal on grounds of preserving the NYSE American listing and strengthening the balance sheet, but shareholders should weigh immediate dilution and control concentration risks against the listing and capital benefits.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | HRT FINANCIAL LP | 1.0% | 49,614 | $40K |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 0.6% | 33,021 | $27K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.6% | 31,404 | $25K |
| 4 | Virtu Financial LLC | 0.5% | 24,473 | $20K |
| 5 | STATE STREET CORP | 0.5% | 23,534 | $19K |
| 6 | UBS Group AG | 0.3% | 15,133 | $12K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.3% | 15,046 | $12K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.1% | 6,689 | $5K |
| 9 | UBS Group AG | 0.1% | 6,188 | $5K |
| 10 | Tower Research Capital LLC (TRC | 0.1% | 4,096 | $3K |
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