STRATUS PROPERTIES INC
For the period ended May 9, 2024. Filed Apr 8, 2024.
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May 9, 2024 · Filed Apr 8, 2024
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DEF 14A 1 d807611ddef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒ Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under Rule 14a-12 |
| Stratus Properties Inc. | |
| (Name of registrant as specified in its charter) | |
| Not Applicable | |
| (Name(s) of person(s) filing proxy statement, if other than the registrant) | |
| Payment of Filing Fee (Check all boxes that apply): | |
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of 2024 Annual Meeting of Stockholders and Proxy Statement
Notice of Annual Meeting of Stockholders
| DATE Thursday, May 9, 2024 | TIME 8:30 a.m. Central Time | LOCATION 212 Lavaca Street Suite 300 Austin, TX 78701 | RECORD DATE March 25, 2024 | ||
| Items of Business | Board Recommendation | ||||
| 1 | To elect two Class II directors | FOR each nominee | |||
| 2 | To approve, on an advisory basis, the compensation of our named executive officers | FOR | |||
| 3 | To ratify, on an advisory basis, the appointment of our independent registered public accounting firm | FOR | |||
Notice is hereby given that the 2024 annual meeting of stockholders (including any adjournment or postponement thereof, the “2024 Annual Meeting”) of Stratus Properties Inc., a Delaware corporation, (including, as the context requires, its consolidated subsidiaries, the “Company,” “Stratus,” “we,” “us” and “our”) will be held on Thursday, May 9, 2024 at 8:30 a.m. Central Time, at 212 Lavaca Street, Suite 300, Austin, TX 78701 for the purposes set forth above. Stockholders will also transact such other business as may properly come before the 2024 Annual Meeting. Only stockholders of record at the close of business on March 25, 2024 (the “record date”) are entitled to vote at the 2024 Annual Meeting.** **The accompanying proxy statement provides detailed information about the matters to be considered at the 2024 Annual Meeting. Please read it carefully.
YOUR VOTE IS IMPORTANT. **To assure that your shares are represented at the 2024 Annual Meeting, please promptly mark, sign, date and return the enclosed proxy card in the postage-paid envelope provided, or vote by telephone or the Internet as instructed on the proxy card, whether or not you plan to attend the 2024 Annual Meeting.**Please refer to “Information About the 2024 Annual Meeting” on page 57 of the attached proxy statement and the instructions on the proxy card. The Notice of 2024 Annual Meeting of Stockholders and Proxy Statement are first being made available to stockholders on or about April 8, 2024.
Thank you for your continued support of our Company.
By Order of the Board of Directors.
KENNETH N. JONES General Counsel & Secretary
April 8, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 9, 2024:
The proxy statement for the 2024 Annual Meeting and the Company’s 2023 annual report to stockholders
are available free of charge at:www.edocumentview.com/STRS.
If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll-free: (877)687-1871
Banks and Brokers may call collect: (212)750-5833
Proxy Statement
This proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board” or the “Board of Directors”) of Stratus Properties Inc., a Delaware corporation, for use at our 2024 annual meeting of stockholders (including any adjournment or postponement thereof, the “2024 Annual Meeting”). This Proxy Statement, along with a proxy card or voting instruction form, Notice of Annual Meeting of Stockholders and our Annual Report to Stockholders for the fiscal year ended December 31, 2023 (the “2023 annual report”) are first being mailed to our stockholders of record on or about April 8, 2024. References in this Proxy Statement to “Stratus,” the “Company,” “we,” “us,” “our” and similar terms refer to Stratus Properties Inc. and, as the context requires, its consolidated subsidiaries.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.