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UMH PROPERTIES, INC.

For the period ended Apr 4, 2025. Filed Apr 4, 2025.

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About this filing

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.

Apr 4, 2025 · Filed Apr 4, 2025

UMH$14.92-1.4%Stored close · as of Nov 6, 2026
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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 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 2025 ANNUAL MEETING OF SHAREHOLDERS

May 28, 2025

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 28, 2025, 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:

  1. The election of four Class I directors, each to hold office until the Company’s annual meeting of shareholders in 2028 and until their respective successors are duly elected and qualified;

  2. 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, 2025;

  3. An advisory resolution to approve the compensation of the Company’s executive officers for the year ended December 31, 2024;

  4. The approval of an amendment to the 2023 Equity Incentive Award Plan; and

  5. 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 7, 2025, 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 4, 2025

TABLE OF CONTENTS

PROXY STATEMENT3
ANNUAL MEETING PROPOSALS4
BUSINESS HIGHLIGHTS5
CORPORATE GOVERNANCE HIGHLIGHTS6
SUSTAINABILITY PRACTICES7
FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING8
PROPOSAL 1: ELECTION OF DIRECTORS13
CORPORATE GOVERNANCE AND BOARD MATTERS17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT24
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM26
REPORT OF THE AUDIT COMMITTEE27
PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION28
PROPOSAL 4: APPROVAL OF THE AMENDMENT TO THE COMPANY’S 2023 EQUITY INCENTIVE AWARD PLAN29
COMPENSATION DISCUSSION AND ANALYSIS33
COMPARATIVE STOCK PERFORMANCE51
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS52
FINANCIAL INFORMATION53
DELINQUENT SECTION 16(a) REPORTS54
OTHER MATTERS54
SHAREHOLDER PROPOSALS55

UMH PROPERTIES, INC.

Juniper Business Plaza

3499 Route 9 North, Suite 3-C

Freehold, New Jersey 07728

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.