BRT Apartments (BRT) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 10, 2026, to vote on four Class III directors, executive compensation, auditor ratification, and a new incentive plan.

• Board recommends voting in favor of all proposals, including the 2026 Incentive Plan and executive compensation for 2025.

• Shareholders of record as of March 16, 2026, are eligible to vote; quorum requires a majority of outstanding shares.

• Proxy voting available by mail, phone, internet, or in person; proxies may be revoked before the meeting.

Voting matters and shareholder proposals

• Four Class III directors nominated for election to serve until 2029.

• Advisory vote on executive compensation for 2025 (Say-on-Pay Proposal).

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Approval of the 2026 Incentive Plan, authorizing up to 1,000,000 shares for equity awards.

• Shareholder proposals for the 2027 meeting must be submitted between November 24 and December 24, 2026.

Board of directors and corporate governance

• Board consists of 11 directors divided into three classes with staggered terms.

• 64% of directors are independent; all committee members are independent.

• Three standing committees: audit, compensation, and nominating, each with defined responsibilities.

• Stock ownership guidelines require significant equity holdings by executives and directors.

• Regular executive sessions held by non-management directors.