Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 14, 2017, Christopher
V. Vitale was appointed as President and Chief Executive Officer of AMREP Corporation (the “Company”) effective as
of September 15, 2017. In connection with his appointment, Mr. Vitale’s annual base salary will be increased to $300,000
as of September 18, 2017.
On September 14, 2017, Robert E. Wisniewksi
announced his retirement as Executive Vice President and Chief Financial Officer of the Company effective as of September 15, 2017
and James M. McMonagle was appointed as Vice President and Chief Financial Officer of the Company effective as of September 15,
2017. In connection with his appointment, Mr. McMonagle’s annual base salary will be increased to $190,000 as of September
18, 2017.
Prior to being appointed President
and Chief Executive Officer of the Company, Mr. Vitale, age 41, had been Executive Vice President, Chief Administrative Officer
and General Counsel of the Company since September 2014. From March 2013 to September 2014, Mr. Vitale was Vice President and General
Counsel of the Company. From April 2012 to March 2013, he was Vice President, Legal at Franklin Square Holdings, L.P. and, from
2011 to March 2012, he was Assistant Vice President, Legal at Franklin Square Holdings, L.P., a national sponsor and distributor
of investment products, where he was responsible for securities matters, corporate governance and general corporate matters. During
2011, Mr. Vitale was the Chief Administrative Officer at WorldGate Communications, Inc. (“WorldGate”), and from
2009 to 2011 he was Senior Vice President, General Counsel and Secretary at WorldGate, a provider of digital voice and video phone
services and video phones. In 2012, WorldGate filed a voluntary petition for relief under Chapter 7 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the District of Delaware. Prior to joining WorldGate, Mr. Vitale was an attorney
with the law firms of Morgan, Lewis & Bockius LLP and Sullivan & Cromwell LLP.
Prior to being appointed Vice President
and Chief Financial Officer of the Company, Mr. McMonagle, age 50, had been Vice President, Finance of the Company since February
2017. Prior to joining the Company, Mr. McMonagle had been Director of Finance of The Lloyd Group, Inc., a technology services
firm, from August 2015 to November 2016. From February 2012 to July 2015, Mr. McMonagle was Vice President, Finance of SnapOne,
Inc., a cloud-based mobile software company. Prior to February 2012, Mr. McMonagle held various senior accounting and financial
positions for private and publicly traded companies in multiple industries.
On September 14, 2017, the Company
awarded 10,000 restricted shares of common stock of the Company under the AMREP Corporation 2016 Equity Compensation Plan (the
“Plan”) to Mr. Vitale and 4,500 restricted shares of common stock of the Company under the Plan to Mr. McMonagle. The
awards of restricted shares of common stock will vest approximately one-third on September 14, 2018, one-third on September 14,
2019 and one-third on September 14, 2020, subject to the continued employment of the officer on each vesting date.
On September 15, 2017, the Company
entered into an employment agreement with Clifford R. Martin, Treasurer of the Company. Pursuant to the agreement, (1) Mr. Martin’s
annual salary will be $182,000 as of September 18, 2017; (2) if Mr. Martin remains a full-time employee through the date two business
days after the filing of the Company’s annual report on Form 10-K for the year ended April 30, 2018 or if the Company terminates
Mr. Martin’s employment prior to such date, (a) he would be eligible for severance under the Company’s severance plan;
(b) he would receive an additional stay bonus equal to (i) $20,000 minus (ii) the amount equal to (A) the number of months (including
partial months) starting on September 15, 2017 and ending on the termination date multiplied by (B) one thousand dollars ($1,000);
and (c) any vesting requirements or other restrictions or conditions on the sale of any stock awards made to Mr. Martin will lapse
or otherwise be deemed fully vested, accelerated or otherwise satisfied. The foregoing description of the employment agreement
is a summary only and is qualified in all respects by the provisions of the employment agreement, which is attached hereto as Exhibit
10.1 and is incorporated by reference herein.
A copy of the press release announcing
the appointment of Mr. Vitale, the retirement of Mr. Wisniewksi and the appointment of Mr. McMonagle is attached hereto as Exhibit
99.1.
Item 5.07 Submission
of Matters to a Vote of Security Holders.
The 2017 Annual Meeting of Shareholders
of the Company was held on September 14, 2017. At the meeting, shareholders holding an aggregate of 4,179,410 shares of common
stock, par value $.10, of the Company out of a total of 8,089,204 shares outstanding and entitled to vote, were present in person
or represented by proxy.
At the meeting, Theodore J. Gaasche
and Albert V. Russo were elected as directors of the Company in Class III by the final votes set forth opposite their names, to
hold office until the 2020 Annual Meeting of Shareholders and until their successors are elected and qualified:
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Votes For
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Votes Withheld
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Broker Non-Votes
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Theodore J. Gaasche
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3,799,932
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379,478
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0
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Albert V. Russo
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3,801,695
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377,715
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0
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In addition, the following proposal
was voted on and approved at the meeting:
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Proposal
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Advisory vote on the compensation paid to the Company’s named executive officers
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3,788,572
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382,150
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8,688
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0
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