Gyrodyne LLC

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect Jan H. Loeb and Nader G.M. Salour to three-year terms ending at the 2029 annual meeting of shareholders.

2. 2

   Non-Binding Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   Proposal 2 asks shareholders to approve, on a non-binding advisory basis, the compensation paid to Gyrodyne’s named executive officers as disclosed under Item 402 of Regulation S-K. The vote covers the overall compensation program and its related philosophy, policies and practices rather than any single compensation item. Management is seeking approval under Section 14A of the Exchange Act and the Dodd-Frank Act’s say-on-pay requirements. The Company says its program is designed to support its strategic plan of pursuing zoning and entitlement opportunities for its remaining major properties. Those efforts are intended to increase property values, facilitate sales at higher prices and maximize shareholder distributions during the liquidation process. The Compensation Committee believes the program is aligned with the Company’s strategic plan and shareholders’ long-term interests. The Company also states that the program is designed to avoid encouraging executives to assume excessive risks. The advisory result will not bind the Board or the Company, but the Board and Compensation Committee intend to consider the outcome in future compensation decisions. The Board unanimously recommends a vote FOR because it believes the disclosed compensation arrangements appropriately support the Company’s liquidation-oriented strategy.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Gyrodyne LLC 2026 annual meeting?

Gyrodyne LLC (GYRO) holds its 2026 annual shareholder meeting on Thursday, November 5, 2026.

What is the record date for the Gyrodyne LLC 2026 meeting?

The record date for the Gyrodyne LLC 2026 meeting is Tuesday, September 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Gyrodyne LLC's 2026 meeting?

The board is presenting 2 director nominees at the Gyrodyne LLC 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Gyrodyne LLC 2026 meeting?

Shareholders will vote on 3 proposals at the Gyrodyne LLC 2026 meeting, each tagged with who proposed it and the board's recommendation.