AMREP (AXR) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting is scheduled for September 12, 2024, to elect two Class I directors and hold an advisory vote on executive compensation.

• Shareholders of record as of July 19, 2024, are entitled to vote, with each share of common stock carrying one vote.

• The Board recommends voting for both director nominees and for the advisory approval of executive compensation.

• Proxy materials and the annual report are available online, and shareholders can request printed copies.

Voting matters and shareholder proposals

• Two Class I directors are up for election to serve until the 2027 annual meeting.

• Advisory vote on the compensation of named executive officers is on the agenda.

• Shareholder proposals for the 2025 meeting must be received by April 3, 2025, for inclusion in the proxy statement.

• Advance notice procedures for other proposals and nominations are detailed in the By-Laws.

Board of directors and corporate governance

• The Board is classified into three classes, with staggered terms; independence is maintained per NYSE standards.

• All directors except Mr. Robotti attended last year’s annual meeting; the Board held four meetings in the last fiscal year.

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

• The Board has adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics.