MacKenzie Realty Updates Governance Structure

Key amendments modernize bylaws and streamline governance, while shareholder proposals gain majority approval.

January 13, 2025

MacKenzie Realty Capital Modernizes Governance Framework

MacKenzie Realty Capital, Inc., a Maryland-based real estate investment company, has implemented significant updates to its corporate governance framework following shareholder approval at a special meeting on January 6, 2025. These updates include changes to its charter and bylaws, marking a strategic shift toward operational streamlining and alignment with public market best practices.

Governance Modernization

The amendments, effective January 10, 2025, aim to modernize the company's governance structure. Key changes include reducing quorum requirements for shareholder meetings, simplifying nomination and proposal processes, and removing provisions that previously limited board decision-making. These steps align MacKenzie Realty’s governance policies with the practices of publicly listed entities.

Under the revised bylaws, quorum requirements for shareholder meetings have been lowered from 50% of eligible votes to one-third, facilitating business continuity even with lower attendance. The amendments also refine the procedures for director nominations and shareholder proposals, supporting enhanced participation and regulatory compliance.

Shareholder Approval of Proposals

The special meeting featured three proposals that each received strong shareholder support. The approved measures are:

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  Proposal 1.A: Removal of NASAA-imposed limitations and related adjustments. Approval rate: 89.2% of shares present, representing 52.26% of all outstanding shares.
  


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  Proposal 1.B: Charter amendments to align with publicly traded company standards. Approval rate: 91.52% of shares present, representing 53.48% of all outstanding shares.
  


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  Proposal 1.C: Removal of provisions tied to the Investment Company Act. Approval rate: 90.35% of shares present, representing 52.8% of all outstanding shares.
  

Nearly 60% of eligible shares were represented at the meeting, demonstrating strong shareholder engagement.

Increased Governance Efficiency

The updated bylaws provide flexibility in board composition, allowing the number of directors to range from one to fifteen. This adjustment accommodates potential growth and evolving strategic needs. The amendments also enhance the board's autonomy by removing restrictive provisions that limited its authority to amend key governance documents.

Additionally, the new forum selection clause designates Maryland courts as the venue for internal corporate disputes. This move aims to minimize legal costs and streamline conflict resolution while reinforcing governance predictability.

Implications for Shareholders

These changes position MacKenzie Realty Capital for increased operational agility and investor confidence. By aligning with best practices in governance, the company is better prepared to address market challenges and seize growth opportunities.

Looking Ahead

MacKenzie Realty's governance enhancements reflect its commitment to transparency, efficiency, and shareholder value. These updates lay the foundation for sustainable growth, ensuring the company remains competitive in the real estate investment sector.

With these strategic adjustments, MacKenzie Realty is poised for continued evolution and success in an increasingly complex market environment.