DEF 14A: J.W. Mays, Inc. Announces Annual Meeting of Shareholders, Director Nominations and Executive Compensation Advisory Vote

J.W. Mays, Inc. will hold its Annual Meeting of Shareholders on November 26, 2024, to elect directors, ratify the appointment of auditors, and conduct advisory votes on executive compensation.

Summary

• J.W. Mays, Inc. is holding its Annual Meeting of Shareholders on November 26, 2024, in Brooklyn, New York.
• Shareholders will vote to elect seven directors, fix the number of directors to be elected at seven, ratify the appointment of Prager Metis CPAs, LLC as the company's independent auditors for the fiscal year ending July 31, 2025, and vote on advisory resolutions regarding executive compensation.
• The record date for determining shareholders entitled to vote is October 11, 2024.
• The company has 2,015,780 outstanding shares of common stock entitled to vote.
• Weinstein Enterprises, Inc. is the beneficial owner of 47.09% of the outstanding common stock.
• Lloyd J. Shulman beneficially owns 26.47% of the outstanding common stock.
• The Lillian Goldman Marital Trust beneficially owns 13.45% of the outstanding common stock.
• The Estate of Lillian Goldman beneficially owns 9.07% of the outstanding common stock.

Sentiment

Score: 5

Explanation: The document is primarily factual and informative, with a neutral tone. The negative sentiment is influenced by the company's net loss, while the positive sentiment is driven by the company's adherence to corporate governance best practices.

Positives

• The company is providing shareholders with the opportunity to vote on executive compensation and the frequency of future advisory votes, aligning with good corporate governance practices.
• The Board of Directors has independent members on key committees such as the Audit, Compensation, and Governance and Nominating Committees.
• The company has a Compensation Committee Charter and a Code of Business Conduct posted on its website.
• The Audit Committee has determined that the non-audit services rendered by the independent registered public accounting firm are compatible with an auditor maintaining its independence.

Negatives

• The company had a net loss of $(406,568) in 2024.
• There were some late filings of Section 16(a) reports by directors and officers.

Risks

• The company's real estate operations are subject to market risks.
• The company's compensation policies and practices could potentially encourage excessive risk-taking, although the Compensation Committee has concluded that they do not create risks that are reasonably likely to have a material adverse effect on the company.
• The company's reliance on key personnel, particularly Lloyd J. Shulman, could pose a risk if there is a change in leadership.

Future Outlook

The company does not provide specific forward-looking statements, but it mentions the importance of attracting and retaining employees and increasing their motivation to contribute to the company's future success.

Management Comments

• The Company believes that the Companys current model of the combined Chairman/Chief Executive Officer role is the appropriate leadership structure for the Company at this time.
• The Company believes the combined Chairman/Chief Executive Officer position has certain advantages over other board leadership structures, such as having a non-executive Chairman of the Board of Directors.
• The Compensation Committee has concluded that the Companys compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Industry Context

J.W. Mays, Inc. transitioned from a retail department store to a real estate operation. The company's performance is now tied to the real estate market and its ability to manage and lease its properties effectively. The advisory vote on executive compensation is in line with Dodd-Frank requirements for public companies.

Comparison to Industry Standards

• It is difficult to compare J.W. Mays, Inc. to industry standards due to its unique transition from retail to real estate operations.
• However, the company's corporate governance practices, such as having independent directors on key committees, align with best practices for publicly traded companies.
• The company's executive compensation structure, which includes base salaries and potential bonuses, is similar to that of other small-cap companies.
• The company's related party transactions, specifically the leases with Weinstein Enterprises, Inc., are disclosed in accordance with SEC regulations, but may raise concerns about potential conflicts of interest.

Management Changes

Related Party Transactions

• The Company has two operating leases with Weinstein Enterprises, Inc., an affiliated company, principally owned by the Chairman of the Board of Directors of both the Company and Landlord.
• One lease is for building, improvements, and land located at Jamaica Avenue at 169th Street, Jamaica, New York.
• Another lease is for premises located at 504-506 Fulton Street, Brooklyn, New York.
• In April 2023, the Company exercised one of four five-year option periods with its Landlord to extend the Jamaica Avenue at 169th Street, Jamaica, New York property lease beyond May 31, 2030 for a total of five years through May 31, 2035.

Stakeholder Impact

• Shareholders will have the opportunity to vote on key matters, including the election of directors and executive compensation.
• Employees may be affected by the company's compensation policies and practices.
• The company's financial performance and real estate operations may impact its relationships with customers, suppliers, and creditors.

Next Steps

• Shareholders will vote on the proposals outlined in the proxy statement at the Annual Meeting on November 26, 2024.
• The Board of Directors will consider the outcome of the advisory votes on executive compensation and the frequency of future advisory votes.
• The Audit Committee will continue to oversee the company's financial reporting and internal controls.
• The Governance and Nominating Committee will continue to evaluate and nominate candidates for the Board of Directors.

Key Dates

Keywords

Annual Meeting, Shareholders, Proxy Statement, Directors, Executive Compensation, Audit Committee, Weinstein Enterprises, Lloyd J. Shulman, Prager Metis CPAs, Corporate Governance, Real Estate