DEF 14A: MacKenzie Realty Capital, Inc. Announces 2024 Annual Meeting of Stockholders

MacKenzie Realty Capital, Inc. will hold its 2024 annual meeting on November 14, 2024, to elect directors and ratify the selection of Moss Adams LLP as its independent accounting firm.

Summary

• MacKenzie Realty Capital, Inc. is holding its 2024 Annual Meeting of Stockholders on November 14, 2024, at 11 a.m. Pacific Time in Orinda, CA.
• Stockholders of record as of October 1, 2024, are entitled to vote.
• The meeting will address the election of four directors, ratification of Moss Adams LLP as the independent accounting firm for the fiscal year ending June 30, 2025, and any other business that may properly come before the meeting.
• The Board recommends voting for the director nominees and for the ratification of Moss Adams LLP.
• The company had 13,435,656.80 shares of common stock outstanding as of the record date.
• The company has retained Alliance Advisors, LLC to aid in the solicitation of proxies for a fee of approximately $5,000 plus variable costs.
• The Board has established an Audit Committee, a Nominating Committee, and a Compensation Committee, all composed of independent directors.
• Stockholder proposals for the 2025 annual meeting must be received no earlier than May 7, 2025, and no later than 5:00 p.m., Pacific Time, on June 6, 2025.

Sentiment

Score: 7

Explanation: The document is primarily factual and procedural, outlining the agenda for the annual meeting and related corporate governance matters. The tone is professional and straightforward, with a positive outlook on the company's governance structure and future prospects.

Positives

• The Board has established an Audit Committee, a Nominating Committee, and a Compensation Committee, all composed of independent directors, enhancing corporate governance.
• The company is seeking to list its common stock on the NASDAQ.
• The Board actively oversees risk management through its committees and the Chief Compliance Officer.

Negatives

• The company is externally managed, which can create potential conflicts of interest.
• Executive officers do not receive direct compensation from the company, but are compensated through their affiliation with the Advisers and Manager, which could lead to misaligned incentives.

Risks

• Potential conflicts of interest may arise due to the relationships between the company, its Advisers, and its Manager.
• The company's reliance on external parties for management and administration could pose operational risks.
• The Advisers and affiliates may manage other funds with similar investment mandates, potentially leading to conflicts in investment allocation.

Future Outlook

The company intends to re-examine its corporate governance policies on an ongoing basis to ensure they continue to meet its needs. The company is also pursuing a listing on the NASDAQ.

Management Comments

• The Board believes that each of our directors and nominee is highly qualified to serve as a member of the Board.
• The Board recommends that each stockholder vote FOR the re-election of Ms. Hatch and of Messrs. Dozois, Frame, and Patterson as directors.
• The Board recommends that each stockholder vote FOR the ratification of the selection of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2025.

Industry Context

The document reflects standard corporate governance practices for a publicly reporting company, including the election of directors, ratification of auditors, and establishment of board committees. The company's pursuit of a NASDAQ listing aligns with its growth strategy and desire to enhance shareholder value.

Comparison to Industry Standards

• The director independence standards used by MacKenzie Realty Capital align with those of the New York Stock Exchange and NASDAQ, which are common benchmarks for publicly traded companies.
• The establishment of an Audit Committee, Nominating Committee, and Compensation Committee, all composed of independent directors, is a standard practice for REITs and other publicly traded companies to ensure proper oversight and governance.
• The fees paid to the independent auditor, Moss Adams LLP, are within the typical range for companies of similar size and complexity.

Management Changes

Corporate Governance

Related Party Transactions

• The company has Advisory Agreements with MCM Advisers, LP and MacKenzie Real Estate Advisers, LP, and an Administration Agreement with MacKenzie Capital Management.
• Executive officers and a non-independent director have extensive relationships with the Advisers and Manager.
• The company has a license agreement with its Manager to use the MacKenzie name.

Stakeholder Impact

• Shareholders are asked to vote on key proposals, including the election of directors and ratification of the independent auditor.
• The company's pursuit of a NASDAQ listing could potentially increase shareholder value.
• The company's corporate governance practices aim to protect the interests of all stakeholders.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual Meeting of Stockholders on November 14, 2024.
• The company will file a Current Report on Form 8-K within four business days after the Annual Meeting to announce the final voting results.
• The company will continue to work towards listing its common stock on the NASDAQ.

Key Dates

Keywords

annual meeting, proxy statement, directors, Moss Adams LLP, corporate governance, stockholders, election, ratification, independent directors, MacKenzie Realty Capital