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): June 17, 2026
CTO Realty Growth, Inc.
(Exact name of registrant as specified in its charter)
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Maryland (State or other jurisdiction of incorporation) | 001-11350 (Commission File Number) | 59-0483700 (IRS Employer Identification No.) |
| 369 N. New York Avenue, Suite 201 Winter Park, Florida (Address of principal executive offices) | 32789 (Zip Code) |
Registrant’s telephone number, including area code: (407) 904-3324
Not Applicable
(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:
☐ Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications 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:
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Title of each class: | | Trading Symbols | | Name of each exchange on which registered: |
Common Stock, $0.01 par value per share |
| CTO |
| NYSE |
6.375% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share | | CTO-PA | | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of CTO Realty Growth, Inc. (the “Company”) was held on June 17, 2026. At the 2026 Annual Meeting, the Company’s stockholders (i) elected John P. Albright, George R. Brokaw, Christopher J. Drew, Laura M. Franklin, R. Blakeslee Gable and Christopher W. Haga to serve as members of the board of directors of the Company until the Company’s 2027 Annual Meeting of Stockholders; (ii) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (iii) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers (the “Say-on-Pay Vote”); and (iv) approved the CTO Realty Growth, Inc. Sixth Amended and Restated 2010 Equity Incentive Plan, replacing the Company’s Fifth Amended and Restated 2010 Equity Incentive Plan.
The proposals below are described in detail in the Company’s definitive proxy statement dated April 28, 2026. The voting results for each proposal are as follows:
Proposal 1 – Election of Directors:
DIRECTOR | FOR | AGAINST | ABSTAIN | BROKER |
John P. Albright | 19,004,020 | 98,000 | 59,204 | 6,648,270 |
George R. Brokaw | 17,368,313 | 1,701,102 | 91,809 | 6,648,270 |
Christopher J. Drew | 18,389,610 | 678,008 | 93,606 | 6,648,270 |
Laura M. Franklin | 18,943,996 | 129,457 | 87,771 | 6,648,270 |
R. Blakeslee Gable | 17,404,375 | 1,663,923 | 92,926 | 6,648,270 |
Christopher W. Haga | 18,415,742 | 653,965 | 91,517 | 6,648,270 |
Proposal 2 – Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2026:
FOR | AGAINST | ABSTAIN |
25,089,398 | 516,220 | 203,876 |
Proposal 3 – The Say-on-Pay Vote:
FOR | AGAINST | ABSTAIN | BROKER |
18,569,289 | 427,622 | 164,314 | 6,648,270 |
Proposal 4 – Approval of the CTO Realty Growth, Inc. Sixth Amended and Restated 2010 Equity Incentive Plan:
FOR | AGAINST | ABSTAIN | BROKER |
18,200,389 | 848,986 | 111,850 | 6,648,270 |
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.
Date: June 18, 2026
CTO Realty Growth, Inc.
By: /s/ John P. Albright
John P. Albright, President and Chief Executive Officer