AMREP (AXR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for September 10, 2026, with four key proposals up for shareholder vote, including director elections, equity compensation plan approval, executive compensation advisory, and auditor ratification.

• Shareholders of record as of July 20, 2026, are eligible to vote, with each share of common stock entitled to one vote.

• The Board recommends voting in favor of all proposals and outlines procedures for proxy voting, revocation, and quorum requirements.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class III directors to serve until 2029.

• Proposal 2: Approval of the 2026 Equity Compensation Plan, replacing the expiring 2016 plan.

• Proposal 3: Advisory vote on executive compensation as disclosed in the proxy.

• Proposal 4: Ratification of Rosenberg Rich Baker Berman, P.A. as independent auditor for 2027.

• Shareholder proposals for the 2027 meeting must be submitted by April 6, 2027, for inclusion in the proxy.

Board of directors and corporate governance

• The Board is classified into three classes, with staggered terms; all current directors except the CEO are independent per NYSE standards.

• Committees include Nominating and Corporate Governance, Audit, and Compensation and Human Resources, all composed of independent directors.

• The Board has adopted governance guidelines, a code of ethics, and an insider trading policy.

• Directors are expected to attend annual meetings, and the Board held five meetings in the last fiscal year.