UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 21, 2023
J. W. Mays, Inc.
(Exact Name of Registrant as Specified in Charter)
| New York | | 1-3647 | | 11-1059070 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
9 Bond Street. Brooklyn, New York | | 11201-5805 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code (718) 624-7400
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 (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)) |
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. ¨
This Report Contains 3 Pages.
Item 5.07 Submission of Matters to a Vote of Security Holders.
| (a) | The Annual Meeting of Shareholders was held on November 21, 2023. |
| (b) | The shareholders elected all of the Company’s nominees for directors and ratified the appointment of Prager Metis CPA’s, LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2023. |
| A. | Fixing Number of Directors at seven: | | | | |
| | | | | | |
| | For: | 1,277,851 | | | |
| | Against: | 54,049 | | | |
| | Abstain: | 71 | | | |
| | Non-Votes | 87,975 | | | |
| | | | | | |
| B. | Election of Directors: | | | | |
| | | | | | |
| | Name | Shares For | Shares
Withheld | Non-Votes | |
| | Jennifer L. Caruso | 1,277,525 | 54,446 | 87,975 | |
| | Robert L. Ecker | 1,277,525 | 54,446 | 87,975 | |
| | Mark S. Greenblatt | 1,277,525 | 54,446 | 87,975 | |
| | Steven Gurney-Goldman | 1,277,550 | 54,421 | 87,975 | |
| | John J. Pearl | 1,277,526 | 54,445 | 87,975 | |
| | Dean L. Ryder | 1,275,099 | 56,872 | 87,975 | |
| | Lloyd J. Shulman | 1,277,524 | 54,447 | 87,975 | |
| | | | | | |
| C. | Ratification of Prager Metis CPA’s, LLP: | | | |
| | | | | | |
| | For: | 1,365,531 | | | |
| | Against: | 54,414 | | | |
| | Abstain: | 1 | | | |
| | Non-Votes | 0 | | | |
| | | | | | |
| D. | Advisory Vote of Resolution Approving Compensation of Named Executive Officers: |
| | | | | | |
| | For: | 1,277,272 | | | |
| | Against: | 54,688 | | | |
| | Abstain: | 11 | | | |
| | Non-Votes | 87,975 | | | |
| | | | | | |
| E. | Advisory Vote of Proposal on Frequency of Future Executive Compensation Advisory Votes: |
| | | | | | |
| | Choice 1 - Every One Year: | 1,267,787 | | | |
| | Choice 2 - Every Two Years: | 530 | | | |
| | Choice 3 - Every Three Years | 9,637 | | | |
| | Abstain: | 54,017 | | | |
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.
| | J.W. MAYS, INC. |
| | (Registrant) |
| | | |
| Dated: November 22, 2023 | By: | Mark Greenblatt |
| | Mark Greenblatt |
| | Vice President, |
| | Chief Financial Officer and Treasurer, Director |
