DEF: Star Holdings Schedules 2026 Annual Shareholder Meeting

Sentiment:

Proxy Statement 7 April 2026 5:05 PM

Star Holdings has announced its 2026 Annual Meeting of Shareholders, scheduled for May 21, 2026, to elect trustees and ratify the appointment of its independent auditor.

Summary

Star Holdings is holding its 2026 Annual Meeting of Shareholders on Thursday, May 21, 2026, at 9:00 a.m. Eastern time.
The meeting will be conducted virtually via the internet at meetnow.global/M6JSJLU.
Shareholders of record as of March 27, 2026, are entitled to vote.
The primary items of business are the election of three trustees and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Proxy materials will be available online starting April 7, 2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it is a routine proxy statement for an annual meeting with standard governance proposals and no significant new financial or strategic information.

Positives

The company is holding its annual meeting as scheduled, indicating ongoing operational stability.
The election of trustees and ratification of auditors are standard corporate governance procedures, suggesting adherence to best practices.
The virtual meeting format aims to increase shareholder accessibility and participation.
All current trustee nominees are independent and meet Nasdaq's independence standards.

Risks

The company is externally managed by a subsidiary of Safehold Inc., which could present potential conflicts of interest.
The company is an 'emerging growth company,' which allows for reduced reporting requirements, potentially limiting transparency.
The company relies on its Manager for cybersecurity and IT infrastructure, making it susceptible to the Manager's cybersecurity risks.
The Safe Credit Facility has covenants that restrict indebtedness, liens, investments, mergers, asset sales, and dividend payments, which could limit future strategic flexibility.
Termination of the Management Agreement prior to March 31, 2027, without cause, incurs a significant termination fee of $55.0 million minus management fees paid.

Future Outlook

The company's business strategy is to focus on realizing value for shareholders primarily by maximizing cashflows through active asset management and asset sales. Investments are expected for development at Asbury and Magnolia Green properties, but no other material new investments or asset acquisitions are anticipated.

Management Comments

The Board has nominated trustees Clifford De Souza, Richard Lieb and Nina Matis to be elected to hold office for a term of one year, until the next annual meeting and until their successors have been elected and qualified.
The Board recommends that you vote FOR the election of the three trustee nominees named above.
The Board recommends that you vote FOR ratification of the appointment of Deloitte & Touche LLP, to be our independent registered public accounting firm for the fiscal year ending December 31, 2026.
We believe that hosting a virtual meeting will provide the opportunity for more of our shareholders to participate in the meeting since our shareholders can participate from any location with Internet access.

Industry Context

StockSavvy.ai notes that Star Holdings operates as an externally managed entity, a structure common in real estate investment trusts and similar vehicles, which often involves related-party transactions and management fees. The focus on asset management and sales aligns with strategies to unlock shareholder value in mature real estate portfolios.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Leadership Structure	Nina Matis serves as the lead trustee, presiding at Board meetings, acting as a liaison between the CEO and independent trustees, and planning agendas.		Provides clear leadership and oversight from independent trustees.
Board Refreshment	The Nominating and Corporate Governance Committee assesses Board composition to ensure an effective mix of experience and understanding of business strategy.		Aims to maintain a Board that is responsive and effective in overseeing the company's strategy.
Trustee Independence	All current trustees and nominees meet Nasdaq's independence standards and the company's own independence standards.		Ensures objective decision-making and oversight by the Board.
Shareholder Engagement	The company engages with shareholders on strategy, performance, and governance topics, with a priority on asset monetization, liquidity, and risk management.		Facilitates valuable feedback to inform Board and management decision-making.
Risk Oversight	The Board, through its committees, oversees risk management, with the Manager responsible for day-to-day risk management. Regular reports are provided on various risks, including cybersecurity.		Establishes a framework for identifying, managing, and mitigating material risks.
Board Evaluation Process	An annual assessment, led by a third party, evaluates the effectiveness of the Board and its committees, leading to enhancements in reporting from the Manager.	First quarter of 2026	Drives continuous improvement in Board operations and management reporting.
Code of Ethics and Conduct	A Code of Ethics and Conduct applies to trustees, officers, and employees, promoting ethical conduct and compliance with laws and regulations.		Sets ethical standards and accountability for all personnel.
Disclosure Committee	A committee of executive management and senior staff of the Manager oversees disclosure controls and assists with SEC report certifications.		Ensures accuracy and timeliness of public disclosures.
Cybersecurity Oversight	The Audit Committee oversees cybersecurity risk management, receiving periodic reports from the Manager. The Manager is implementing a multi-year program to enhance cybersecurity.		Addresses critical IT and cybersecurity risks, with no material breaches reported to date.
Clawback Policy	The company has a Clawback Policy to recover incentive compensation erroneously awarded to Covered Officers in the event of an accounting restatement.		Enhances accountability for financial reporting accuracy.
Insider Trading Policy	An insider trading policy is in place to promote compliance with laws and regulations, including blackout periods and pre-approval requirements for trading.		Prevents insider trading and promotes fair markets.
Hedging/Pledging Policies	Executives and trustees are prohibited from hedging the risk of owning company stock, and pledging securities or holding them in margin accounts requires prior approval.		Aligns executive and trustee interests with long-term shareholder value.

Related Party Transactions

The company entered into a Separation and Distribution Agreement, a Management Agreement with the Manager (a subsidiary of Safe), a Governance Agreement with Safe, and a Registration Rights Agreement with Safe.
A credit facility was entered into with Safe (Safe Credit Facility) for $115.0 million, with an additional commitment of up to $25.0 million.
The Management Agreement requires the Manager to manage the company's assets and operations, with management fees paid to the Manager. Fees were $25.0 million (ended March 31, 2024), $15.0 million (ended March 31, 2025), $10.0 million (ended March 31, 2026), and are projected to be $7.5 million (ending March 31, 2027), then adjusting to 2.0% of gross book value.
The company recorded $11.3 million in management fees to the Manager for the year ended December 31, 2025.
Termination of the Management Agreement without cause prior to March 31, 2027, incurs a termination fee of $55.0 million minus aggregate management fees paid.
The Governance Agreement restricts the transfer of Safe Shares to activists or competitors and requires the company to vote Safe Shares in accordance with Safe's board recommendations during a restrictive period.
The Safe Credit Facility is secured by a pledge of equity interests in Star Holdings' primary real estate subsidiary and includes covenants restricting various corporate actions.
An ATM Equity Offering Sales Agreement allows for the sale of up to 1,000,000 Safe Shares by a subsidiary, subject to Safe's consent.

Stakeholder Impact

Shareholders: The election of trustees and ratification of the auditor are key governance matters. The company's strategy of asset realization and management aims to maximize cashflows for shareholders. Related party transactions and management fees are areas of interest for shareholder oversight.
Management/Employees: Senior executives are employees of the Manager, Safehold Management Services Inc., and are compensated by Safehold. The company does not directly compensate its executives.
Creditors: The Safe Credit Facility imposes covenants that could affect the company's ability to incur additional debt or engage in certain transactions.
Suppliers: No specific impact on suppliers is detailed, but the company's operations and asset management rely on various third-party services.

Next Steps

Shareholders to vote on the election of three trustees.
Shareholders to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Shareholders to transact other business as may properly come before the annual meeting.
The company will continue to focus on realizing value through active asset management and asset sales.

Key Dates

Date	Description
2023-03-31	Star Holdings common shares commenced regular-way trading on the Nasdaq Global Market under the symbol STHO.
2024-12-31	Fiscal year end for which accounting fees are reported.
2025-01-01	Start of the fiscal year for which accounting fees are reported.
2025-03-31	End of the annual term for which management fees were $15.0 million.
2025-04-07	Date proxy materials are made available to shareholders.
2025-12-31	Fiscal year end for which financial statements and executive compensation information are reported.
2026-03-27	Record date for determining shareholders entitled to vote at the 2026 Annual Meeting.
2026-03-31	End of the annual term for which management fees were $10.0 million.
2026-04-07	Date proxy materials are made available to shareholders.
2026-05-16	Deadline for registration to attend the virtual annual meeting.
2026-05-21	Date of the 2026 Annual Meeting of Shareholders.
2026-12-08	Deadline for shareholder proposals for the 2027 annual meeting.
2027-03-31	End of the annual term for which management fees will be $7.5 million.
2028-03-31	Maturity date of the Safe Credit Facility.

Recommendation

hold

This filing is a routine proxy statement for an annual meeting and does not contain new material financial information or strategic shifts that would warrant a change in investment recommendation. It confirms ongoing governance processes and the company's stated strategy of asset realization.

Keywords

Star Holdings, Proxy Statement, Annual Meeting, Shareholders, Trustees, Deloitte & Touche LLP, Corporate Governance, SEC Filing, STHO

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