CTO Realty Growth, Inc. (CTO) Earnings Call Transcript & Summary

Good morning -- good afternoon and welcome to the CTO Realty Growth, Inc. 2021 Annual Meeting of Stockholders. I would now like to introduce the first presenter, Laura Franklin.

Thank you. Ladies and gentlemen, good afternoon. My name is Laura Franklin. I am Chairman of the Board of Directors of CTO Realty Growth, Inc., and pursuant to the company's second amended and restated bylaws, I will preside as Chair of this meeting. I would like to welcome all of you to the 2021 Annual Meeting of Stockholders of CTO Realty Growth. We are conducting this meeting in virtual format only, which will enable stockholders to listen to the proceedings from any computer, tablet or handheld device that has Internet connectivity. The senior management team is located at the company's corporate offices in Daytona Beach. And all the independent directors as well as Broadridge, the inspector of elections; and a representative of Grant Thornton, our independent registered public accounting firm, are participating via conference call. I understand we have approximately 15 others who are listening to the meeting via the virtual meeting portal. Mr. Daniel Smith, secretary of the company, will act as the secretary of the meeting. Now to proceed with the business of the meeting. Mr. Smith will confirm that the notice of this meeting was given to all shareholders as of the record date for the meeting. Dan?

I hereby certify that the stockholder meeting notice regarding the notice of Annual Meeting of Stockholders and availability of the 2021 proxy statement over the Internet was mailed to stockholders of record as of March 29, 2021, and that the mailing was commenced on April 15, 2021. Additional copies of the proxy statement and a complete list of the stockholders of record as of the record date are available for your inspection and have been properly filed with the minutes of this meeting.

Thank you, Dan. I would now like to introduce Mr. Sean Dunleavy of Broadridge Financial Solutions, who is participating in the meeting via conference call. Broadridge has been appointed as inspector of elections for this meeting. Mr. Dunleavy's oath as inspector of elections will be filed with the minutes of this meeting. Mr. Dunleavy will confirm the presence of a quorum when he completes his tally of stockholders' proxies and ballots. Now it is my pleasure to introduce your current Board of Directors. First, we have John P. Albright, President and CEO of the company; George Brokaw, Trail Creek Partners; myself, Laura Franklin, former retired Executive VP of Washington REIT; Blake Gable, CEO of Barron Collier Companies; Chris Haga, private investor and consultant; Howard Serkin, Chairman of Heritage Capital Group; and Casey Wold, Chief Executive Officer of Vanderbilt Office Properties. Other members of management present today are Matt Partridge, SVP, CFO and Treasurer; Dan Smith, SVP, General Counsel and Corporate Secretary; Steven Greathouse, SVP and Chief Investment Officer; Scott Bullock, VP, Real Estate; Lisa Vorakoun, Controller; Helal Ismail, Director of Investments. And with us from Grant Thornton are Todd Piacentine and Josh Nixon. I would also like to take a moment to note that Howard Serkin is retiring from the Board, and we want to express our heartfelt gratitude to Howard for his decade of service on the CTO Board. The company has changed dramatically during Howard's tenure, and his advice and guidance during this time has been invaluable. We will miss his perspective and leadership, in particular, his chairing of the Audit Committee during the last several years. I'm sure the company's stockholders will join my fellow Board members and me in wishing Howard the very best of luck in his future endeavors. Next, I'd like to go over the rules of conduct and procedures for today's meeting. A copy of the agenda for the meeting is available on the virtual meeting portal, along with a list of rules of conduct for the meeting. By following those rules and procedures, stockholders who logged in will have an opportunity to participate in today's meeting, and we will be able to handle the business of the meeting efficiently and fairly. As stated in the rules of conduct, only those stockholders or their representatives who are logged into the virtual meeting with their control number will have the opportunity to vote their shares and submit questions. As stated in the rules of conduct, we ask that you restrict any questions to the items on today's agenda. Please note that any questions submitted during the meeting will be answered later after the formal business portion of the meeting has concluded. Thanks for your cooperation with these rules. It is now time to begin the formal part of the meeting. As noted in the notice and proxy statement previously furnished to you, the record date for shareholders entitled to vote at the meeting was the close of business on March 29, 2021. We believe that the total number of shares of the company, which are held by holders of record now present at the meeting either in person or by proxy, is sufficient to declare that we have a quorum. Such determination is subject to verification by the inspector of elections. The next order of business to come before this meeting is a description of the matters properly brought before today's meeting. As you are aware, proposals and director nominations from the company's stockholders in order to be properly brought before this meeting must have been submitted by November 12, 2020 and November 25, 2020, respectively. No stockholder proposals or nominations were submitted, which means that the only proposal or nominations properly brought before this meeting are those submitted by the Board. Voting on the proposals will commence after all proposals have been presented. The first proposal before the stockholders of the company is the election of 6 directors for 1-year terms expiring upon the election and qualification of directors at the company's 2022 Annual Meeting of Stockholders. The Board of Directors of the company has recommended the election of John Albright; George Brokaw; myself, Laura Franklin; Blake Gable; Chris Haga; and Casey Wold to the Board. These 6 individuals are the only persons who have been nominated to stand for election to the 6 positions on our Board of Directors. No other nominations were made in compliance with the company's bylaws. Accordingly, all nominations are closed. We will now move to proposal 2. The second proposal before the stockholders of the company is the ratification of the appointment by our Audit Committee of Grant Thornton LLP as the company's independent registered public accounting firm for fiscal year 2021, which is described at Page 50 of our proxy statement. Proposal 3, advisory vote to approve executive compensation. The third proposal before the stockholders of the company is an advisory vote to approve executive compensation described at Page 52 of the proxy statement. The next order of business is a vote on the proposals. It is currently 2:08 p.m., and I declare the voting open. Stockholders who logged into the virtual meeting portal using their unique 16-digit control number may vote their shares during the meeting. In addition, prior to today's meeting, voting on the proposals was conducted by proxy via mail, phone and Internet. [Voting]

It is currently 2:09 p.m., and I hereby declare the voting closed. The inspector of election will now count the votes. Will the secretary please report the voting results?

We have been informed by the inspector of elections that the ballots have been counted and that the 6 nominees for election to the Board for a 1-year term have all been duly elected. The appointment of Grant Thornton LLP has been ratified, and the advisory vote regarding executive compensation has been in the affirmative.

Thank you, Dan. Consistent with the company's bylaws, no advanced notice has been given to the company regarding any other business to be conducted at this meeting. Therefore, no other business will be considered. The official business portion of this meeting is now adjourned. Before we disperse, however, as is customary, we would like to turn our remaining time over to the company's President and CEO, John Albright, who will now address any questions that have been submitted during the meeting. If you have any questions or comments, please follow the instructions on the portal, and please follow the rules and procedures for conduct of the meeting. As there are no questions put forth to Mr. Albright, I would like to announce that the meeting is concluded. And thank you again, everyone, for your attendance. And we'll see you this time next year. Thank you.