UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 11, 2025
| AMREP CORPORATION |
| (Exact name of registrant as specified in its charter) |
| Oklahoma | 1-4702 | 59-0936128 |
| (State or other jurisdiction of | (Commission File | (IRS Employer |
| incorporation) | Number) | Identification No.) |
| 850 West Chester Pike, Suite 205, Havertown, PA | 19083 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (610) 487-0905
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock $.10 par value | AXR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2025 Annual Meeting of Shareholders of AMREP Corporation (the “Company”) was held on September 11, 2025. At the meeting, shareholders holding an aggregate of 4,590,015 shares of common stock, par value $.10, of the Company out of a total of 5,305,949 shares outstanding and entitled to vote, were present in person or represented by proxy.
At the meeting, Robert E. Robotti was elected as a director of the Company in Class II by the final votes set forth opposite his name, to hold office until the 2028 Annual Meeting of Shareholders and until his successor is elected and qualified:
| Votes For | Votes Withheld | Broker Non-Votes | ||||
| Robert E. Robotti | 2,990,325 | 283,517 | 1,316,173 |
The following proposals were voted on and approved at the meeting:
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers as disclosed in the Company’s proxy statement | 3,118,485 | 153,688 | 1,669 | 1,316,173 | ||||
| Ratification of the appointment of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for the year ended April 30, 2026 | 4,522,408 | 50,991 | 16,616 | 0 |
| Proposal | One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | |||||
| Approval, on an advisory basis, of the preferred frequency of shareholder advisory votes on the compensation paid to the Company’s named executive officers | 2,956,094 | 494 | 315,380 | 1,874 | 1,316,173 |
On September 11, 2025, consistent with the advisory vote on preferred frequency of shareholder advisory votes on the compensation paid to the Company’s named executive officers, the Board has determined that the advisory vote on the compensation paid to the Company’s named executive officers be submitted to the shareholders every one year until the next vote on the frequency of such votes is conducted or until the Board determines that a different frequency of such votes is in the best interest of the shareholders of the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMREP Corporation | ||
| Date: September 12, 2025 | By: | /s/ Christopher V. Vitale |
| Name: Christopher V. Vitale | ||
| Title: President and Chief Executive Officer | ||