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

Hello, and welcome to the Annual Meeting of Stockholders of CTO Realty Growth, Inc. Please note that today's meeting is being recorded. It is now my pleasure to turn this afternoon's meeting over to Laura M. Franklin, Chairman of the Board of CTO Realty Growth. Ms. Franklin, the floor is yours.

Good afternoon, everyone. Pursuant to the company's third amended and restated bylaws, I will preside as Chair of the meeting. I would like to welcome all of you to the 2024 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. Participants in this meeting from the company include the senior management team and all of the independent directors as well as Computershare Trust Company, N.A., the Inspector of elections, and a representative of Grant Thornton, our independent registered public accounting firm. I understand we have approximately 7 others who are listening to the meeting via the virtual meeting portal. Mr. Daniel Smith, Secretary of the company, will act as 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 stockholders as of the record date of the meeting. Dan?

I hereby certify that the stockholder meeting notice regarding the notice of Annual Meeting of Stockholders and availability of the 2024 proxy statement over the Internet, was mailed to stockholders of record as of April 19, 2024, and that the mailing was commenced on May 8, 2024. 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 Ms. Christine Abbey of Computershare Trust Company, who is participating in this meeting. Computershare has been appointed as inspector of elections for this meeting. Ms. Abbey's oath as inspector of elections will be filed with the minutes of this meeting. Ms. Abbey will confirm the presence of a quorum when she completes her tally of stockholders', proxies and ballots. Now it is my pleasure to introduce your current Board of Directors: John Albright; George Brokaw; Chris Drew; myself, Laura Franklin; Blake Gable; and Chris Haga. A copy of the agenda for the meeting is available on the virtual meeting portal, along with the list of the rules of conduct for the meeting. By following those rules and procedures, stockholders who logged in with their unique 15 digit control number will have an opportunity to participate in the 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 the meeting agenda. Please note that any questions submitted during the meeting will be answered later after the formal business portion of the meeting has concluded. Thank you for your cooperation with these rules. It is now time to begin the formal part of the meeting. As noted in the notice of proxy statement previously furnished to you, the record date for stockholders entitled to vote at the meeting was the close of business on April 19, 2024. We believe that the total number of shares of the company, which are held by holders of record now are 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. Now on to the proposals. The next order of business to come before this meeting is a description of the matters properly brought before today's meeting. Proposals and director nominations from the company's stockholders in order to be properly brought before this meeting must have been submitted by January 23, 2024. No stockholder proposals or nominations were properly submitted, which means that the only proposals and nominations properly before this meeting are those submitted by the Board. Voting on the proposals will commence after the 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 2025 Annual Meeting of Stockholders. The Board of Directors of the company has recommended the election of John Albright; George Brokaw; Chris Drew; Laura Franklin; Blake Gable; and Chris Haga 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. 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 2024, which is described at Page 56 of the proxy statement. The third proposal before the stockholders of the company is an advisory vote to approve executive compensation described at Page 58 of the proxy statement. The next order of business is a vote on the proposals. It is currently 3:06 p.m., and I declare the voting open. [Voting]

Stockholders who have logged into the virtual meeting portal using their unique 15 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. It is currently 3:07 p.m., and I hereby declare the voting closed. The inspector of elections will now count the votes. Will the secretary please report the results of the voting?

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.

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 a question or comment, please follow the instructions on the virtual meeting portal, and please follow the rules and procedures for conduct of the meeting that were previously made available to you.

Laura, no questions have been submitted.

Thanks, Dan. That concludes the question-and-answer session. Thank you again for your attendance.

This concludes the meeting. You may now disconnect.