UMH PROPERTIES INC
For the period ended Dec 31, 2023. Filed Apr 5, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Apr 5, 2024
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**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
**Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
| 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 §240.14a-12 |
UMH Properties, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all the 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 |
UMH PROPERTIES, INC.
Juniper Business Plaza, 3499 Route 9 North, Suite 3-C
Freehold, New Jersey 07728
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
May 29, 2024
Notice is hereby given that the Annual Meeting of Shareholders (the “Annual Meeting”) of UMH Properties, Inc., a Maryland corporation (the “Company”), will be held on Wednesday, May 29, 2024, at 4:00 p.m., Eastern Time, at the offices of the Company at Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, New Jersey 07728, to consider and vote on the following matters, each as more fully described in the accompanying proxy statement:
The election of four Class III directors, each to hold office until the Company’s annual meeting of shareholders in 2027 and until their respective successors are duly elected and qualified;
The ratification of the appointment of PKF O’Connor Davies, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024;
An advisory resolution to approve the compensation of the Company’s executive officers for the year ended December 31, 2023;
Such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
The Board of Directors of the Company has fixed the close of business on March 8, 2024, as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof.
EVEN IF YOU PLAN TO BE PRESENT IN PERSON, YOU SHOULD AUTHORIZE A PROXY TO VOTE YOUR SHARES PRIOR TO THE MEETING USING THE METHODS DETAILED ON PAGES 10 AND 11 OF THIS PROXY STATEMENT.
YOUR VOTE IS IMPORTANT. PLEASE VOTE.
BY ORDER OF THE BOARD OF DIRECTORS
CRAIG KOSTER
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
April 5, 2024
TABLE OF CONTENTS
| PROXY STATEMENT | 3 |
|---|---|
| ANNUAL MEETING PROPOSALS | 4 |
| BUSINESS HIGHLIGHTS | 5 |
| CORPORATE GOVERNANCE HIGHLIGHTS | 6 |
| ENVIRONMENTAL AND SOCIAL PRACTICES | 7 |
| FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING | 8 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 13 |
| CORPORATE GOVERNANCE AND BOARD MATTERS | 18 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 26 |
| PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 30 |
| REPORT OF THE AUDIT COMMITTEE | 30 |
| FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 31 |
| PROPOSAL 3: ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION | 32 |
| COMPENSATION DISCUSSION AND ANALYSIS | 37 |
| COMPARATIVE STOCK PERFORMANCE | 53 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 54 |
| FINANCIAL INFORMATION | 55 |
| DELINQUENT SECTION 16(a) REPORTS | 56 |
| OTHER MATTERS | 56 |
| SHAREHOLDER PROPOSALS | 57 |
UMH PROPERTIES, INC.
Juniper Business Plaza
3499 Route 9 North, Suite 3-C
Freehold, New Jersey 07728
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.