One Liberty Properties Inc

This non-binding "say-on-pay" proposal asks stockholders to approve the compensation paid to the named executive officers as disclosed in this proxy statement for 2026, effectively signaling support for the company’s 2025 pay practices. Management seeks this advisory vote to gauge investor support for its compensation program, enhance transparency, and inform future compensation decisions. The company’s compensation program relies heavily on equity-based awards (restricted stock and RSUs), with RSUs tied to rigorous three-year performance metrics split 50/50 between return on capital (ROC) and total stockholder return (TSR), and restricted stock subject to five-year cliff vesting; cash bonuses are discretionary and based on funds from operations and other portfolio management metrics. The compensation committee engaged an independent consultant and compared pay to a listed peer group, finding overall competitiveness; the committee also highlights governance features such as an independent compensation committee, stock ownership guidelines, clawback policy, caps on equity award payouts, and a prohibition on hedging. The company notes prior strong say-on-pay support (e.g., 2024 and 2025 votes in favor) and will review the results of this advisory vote and consider stockholder feedback in future determinations. While advisory and non-binding, a favorable vote would validate management’s approach to aligning executive pay with long-term shareholder interests; an unfavorable vote would prompt the committee to reassess program elements. The Board recommends approval citing alignment of incentives with long-term performance and rigorous vesting/performance conditions; it also emphasizes the limited direct cash compensation to part-time executives and absence of severance or golden parachute tax gross-ups. Given the significant use of performance-based RSUs and long vesting periods for restricted stock, the program is structured to prioritize long-term retention and pay-for-performance, but investors should evaluate the subjectivity in cash bonuses and the influence of related-party service arrangements on total compensation. Overall, the proposal is a standard governance mechanism for shareholders to express approval or concern about executive pay and will be considered by the Board when setting future compensation.

This placeholder item covers any additional matters that may be properly presented at the annual meeting but were not specifically disclosed in the proxy materials. By its nature, it is undefined before the meeting and could include routine procedural items or unexpected proposals introduced by shareholders or management, subject to applicable notice and bylaw requirements. The proxy statement specifies that proxies are authorized to vote in their discretion on any other matter properly brought before the meeting, meaning that if such matters arise, the appointed proxy holders will exercise their judgment. From a governance perspective, this item provides flexibility to address time-sensitive or operational matters that require shareholder action but were not foreseen at the time of mailing. Investors should note that without prior disclosure of the substance of any such matter, evaluating the economic or governance impact in advance is not possible; stockholders relying on proxy voting should consider whether to give discretionary authority to proxies. Historically, such "other business" items are rarely material or may be procedural; however, if a substantive shareholder proposal were to be raised, it would typically be set out in supplemental materials and would require separate disclosure or proxy solicitation under SEC rules. For purposes of voting, broker discretionary voting rules apply: brokers may vote on routine matters but generally cannot vote on non-routine items without instructions from beneficial owners, which can affect outcomes if many shares are held in street name. The board did not present a substantive position because there is no specific proposal; stockholders attending the meeting may seek clarification or raise concerns regarding any item introduced under this heading.