MacKenzie Realty Capital Inc. Urges Stockholders to Vote at Upcoming 2024 Annual Meeting

The company's leadership seeks to secure support for critical proposals, including director elections and the ratification of a new accounting firm.

October 09, 2024

Introduction: Key Proposals at Stake

MacKenzie Realty Capital Inc. (MRC), a Maryland-based real estate investment trust (REIT), has issued a definitive proxy statement ahead of its 2024 Annual Meeting of Stockholders, scheduled for November 14, 2024. The company encourages its shareholders to vote on crucial agenda items, including the election of board directors and the ratification of Moss Adams LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2025. The statement reflects the company's commitment to maintaining strong governance and ensuring that all necessary compliance measures are in place.

Key Agenda Items: Director Elections and Accounting Firm Ratification

The proxy outlines several key issues to be discussed and voted on at the upcoming annual meeting. First and foremost, shareholders will vote on the election of four directors to the company's board. These directors will hold office until the next annual meeting in 2025. The current slate of nominees includes Tim Dozois, Tom Frame, Kjerstin Hatch, and Charles "Chip" Patterson. All nominees are recommended for re-election based on their extensive experience and track record of contributing to the company's strategic direction.

Additionally, MRC's leadership has proposed the ratification of Moss Adams LLP as the independent registered public accounting firm for the upcoming fiscal year. This firm has been serving MRC since 2012, providing critical audit services and ensuring that the company adheres to all financial reporting requirements. This vote represents a routine but important aspect of the company's financial governance, aimed at ensuring transparency and accuracy in its financial statements.

Voting Procedures and Importance of Participation

MacKenzie Realty Capital has taken several steps to make the voting process accessible for its shareholders. Shareholders can cast their votes either by attending the meeting in person, by proxy, or through other available methods such as telephone or mail. The company's leadership has emphasized that shareholder participation is crucial in ensuring the success of these proposals, even for those who may not be able to attend the meeting physically.

In the proxy statement, the company underlines the importance of having a quorum present to proceed with the business of the meeting. A quorum requires the participation of holders of at least 50% of the voting shares, and MRC has highlighted the need for shareholders to vote early if possible to avoid delays or adjournments. Abstentions and broker non-votes, while counted for quorum purposes, will not impact the actual voting outcomes.

Director Independence and Corporate Governance

The proxy also delves into the company's corporate governance policies and practices, emphasizing its commitment to maintaining a strong and independent board. Three of the four nominees for the board—Dozois, Frame, and Hatch—are independent directors, as defined by Nasdaq's standards. This is particularly relevant given MacKenzie Realty Capital's ongoing application to list its stock on the Nasdaq exchange. Director independence is critical to ensuring unbiased oversight of the company's operations, and MRC's leadership has taken steps to ensure that its board is composed of individuals who meet these independence criteria.

Financial Performance and Audit Committee Role

MRC's financial performance for the fiscal year ending June 30, 2024, was also detailed in the proxy statement. The company reported a relatively stable year, with continued growth in its real estate portfolio. The audit committee, chaired by independent director Tim Dozois, played a key role in overseeing the company's financial reporting process. The committee reviewed the company's financial statements, audit results, and internal controls to ensure that all aspects of financial governance were met. The company has emphasized the importance of the audit committee's role in maintaining transparency, particularly as the company continues its efforts to list on Nasdaq.

Compensation and Advisory Agreements

In line with MRC’s external management structure, none of its executive officers receive direct compensation from the company. Instead, MacKenzie Realty Capital operates under advisory agreements with MCM Advisers LP and MacKenzie Real Estate Advisers LP. These agreements cover essential services, such as investment management and administrative functions, and outline the fee structures that are central to MRC's operational costs. For the fiscal year ending June 30, 2024, MRC paid a total of $3,224,834 in asset management fees and $1,075,048 in acquisition fees under these agreements.

Conclusion: The Path Forward

The 2024 Annual Meeting represents an important milestone for MacKenzie Realty Capital as it continues to evolve and grow. With a strong slate of board nominees, a reputable independent accounting firm, and clear governance practices in place, the company is well-positioned to continue delivering value to its shareholders. MacKenzie Realty Capital’s leadership is urging all shareholders to participate in this process, either in person or by proxy, and to cast their votes in favor of the proposals on the ballot.