STRS Stratus Properties Inc - 8-K

Item 5.07. Submission of Matters to a Vote of Security Holders .

Stratus Properties Inc. (Stratus) held its 2026 annual meeting of stockholders (Annual Meeting) on June 1, 2026, in Austin, Texas. At the Annual Meeting, Stratus’ stockholders (1) elected Laurie L. Dotter, James E. Joseph and Michael D. Madden to serve as Class I directors of Stratus, each for a three-year term and until his or her successor is elected and qualified ; (2) approved, on an advisory basis, the compensation of Stratus’ named executive officers; (3) ratified, on an advisory basis, the appointment of CohnReznick LLP as Stratus’ independent registered public accounting firm for 2026; and (4) approved the plan of complete liquidation and dissolution of Stratus, each as further described in Stratus’ Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 24, 2026. In connection with the Annual Meeting, Stratus also solicited proxies with respect to the approval of one or more adjournments of the Annual Meeting, if necessary or advisable as determined by the Board of Directors or a committee thereof (Adjournment Proposal). As there were sufficient votes at the time of the Annual Meeting to approve each of the proposals submitted to a vote at the Annual Meeting, the Adjournment Proposal was unnecessary and was not submitted to a vote of stockholders at the Annual Meeting.

Of the 7,982,723 shares of Stratus’ common stock outstanding as of the record date, 6,134,724 shares were represented in person or by proxy at the Annual Meeting. The inspector of elections reported the final vote of stockholders as follows:

Proposal No. 1: Election of three Class I directors.

Name

Votes For

Votes Withheld

Broker

Non-Votes

Laurie L. Dotter

4,855,410

68,715

1,210,599

James E. Joseph

4,655,772

268,353

1,210,599

Michael D. Madden

4,680,600

243,525

1,210,599

Proposal No. 2: Approval, on an advisory basis, of the compensation of Stratus’ named executive officers.

Votes For

Votes Against

Abstentions

Broker

Non-Votes

3,894,628

1,028,203

1,294

1,210,599

Proposal No. 3: Ratification, on an advisory basis, of the appointment of CohnReznick LLP as Stratus’ independent registered public accounting firm for 2026.

Votes For

Votes Against

Abstentions

Broker

Non-Votes

6,129,967

3,484

1,273

N/A

Proposal No. 4: Approval of the plan of complete liquidation and dissolution of Stratus.

Votes For

Votes Against

Abstentions

Broker

Non-Votes

4,905,081

5,612

13,432

1,210,599