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 13, 2019
ONE LIBERTY PROPERTIES, INC.
(Exact name of Registrant as specified in charter)
| Maryland | | 001-09279 | | 13-3147497 |
(State or other jurisdiction
of incorporation) | | (Commission file No.) | | (IRS Employer I.D. No.) |
60 Cutter Mill Road, Suite 303, Great Neck, New York 11021
(Address of principal executive offices) (Zip code)
516-466-3100
Registrant’s telephone number, including area code
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 (§240.12b2 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 5.05 | Amendment to Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
In June 2019, our Board adopted amendments to our Code of Business Conduct and Ethics, among other things, to clarify and/or amend provisions relating to conflicts of interest, use of our assets, the receipt and/or provision of loans, gifts and entertainment, insider trading and related party transactions. This summary of the amendments to the code is qualified in its entirety by reference to the full text of the code, which, as amended and restated (the “Code”), is filed as Exhibit 14.1 to this report. A copy of the Code is also available within the “Corporate Governance” section of our website atwww.1liberty.com.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At our annual meeting of stockholders held on June 13, 2019, proposals 1, 2 and 3 presented to stockholders were approved. The proposals are described in detail in our definitive proxy statement dated April 18, 2019. Set forth below is a summary of the proposals and the voting results with respect thereto.
Proposal 1 – Election of Directors
To elect the directors named below for a three-year term (with the votes as indicated):
| | | For | | | Against | | | Abstain | | | Broker
Non-Votes | |
| Jeffrey A. Gould | | | 13,437,195 | | | | 711,931 | | | | 45,220 | | | | 4,504,904 | |
| Matthew J. Gould | | | 13,383,662 | | | | 768,561 | | | | 42,123 | | | | 4,504,904 | |
| J. Robert Lovejoy | | | 11,418,373 | | | | 2,731,141 | | | | 44,832 | | | | 4,504,904 | |
Proposal 2 – Incentive Plan
To approve the 2019 Incentive Plan (with the votes as indicated):
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| 11,537,563 | | | 2,559,118 | | | 97,664 | | | 4,504,904 | |
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, 2019 (with the vote as indicated):
| For | | | Against | | | Abstain | |
| 18,470,291 | | | 141,504 | | | 87,454 | |
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial statements and exhibits |
(d) Exhibits
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 13, 2019 | By: | /s/ David W. Kalish |
| | | David W. Kalish |
| | | Senior Vice President– Finance |
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