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 9, 2026
ONE LIBERTY PROPERTIES, INC.
(Exact name of Registrant as specified in charter)
| Maryland | 001-09279 | 13-3147497 | ||
| (State or other jurisdiction | (Commission file No.) | (IRS Employer | ||
| of incorporation) | I.D. No.) |
| 60 Cutter Mill Road, Suite 303, Great Neck, New York | 11021 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: 516-466-3100
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 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | OLP | 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 (§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 standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
At our annual meeting of stockholders (the “Annual Meeting”), the stockholder’s approved (i) the election of Charles Biederman, Patrick J. Callan, Jr., and Jeffrey A. Gould, (ii) by non-binding advisory vote, executive compensation for the year ended December 31, 2025, and (iii) the ratification of the selection of Ernst & Young LLP as our independent auditors for 2026. Set forth are the voting results with respect to each proposal:
Proposal 1 – Election of Directors
To elect the directors named below for a term expiring at the 2029 annual meeting of stockholders:
| For | Against | Abstain | Broker Non-Votes | |||||
| Charles Biederman | 13,888,306 | 1,369,781 | 48,346 | 2,234,510 | ||||
| Patrick J. Callan, Jr. | 15,128,654 | 127,792 | 49,987 | 2,234,510 | ||||
| Jeffrey A. Gould | 14,835,907 | 416,841 | 53,685 | 2,234,510 |
Proposal 2 – Advisory Vote on Executive Compensation
To approve, by non-binding vote, executive compensation for the year ended December 31, 2025:
| For | Against | Abstain | Broker Non-Votes | |||
| 14,800,318 | 386,500 | 119,615 | 2,234,510 |
Proposal 3 – Ratification of the Selection of Independent Registered Public Accounting Firm
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ended December 31, 2026:
| For | Against | Abstain | ||
| 17,416,722 | 103,829 | 20,392 |
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Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description of Exhibit | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
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SIGNATURE
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.
| ONE LIBERTY PROPERTIES, INC. | ||
| Date: June 9, 2026 | By: | /s/ Isaac Kalish |
| Isaac Kalish | ||
| Senior Vice President and | ||
| Chief Financial Officer | ||
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