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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 Umh Properties, Inc. 10-K 12/31/23 98:22M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 6.19M
2: EX-4.4 Instrument Defining the Rights of Security Holders HTML 51K
3: EX-21 Subsidiaries List HTML 93K
4: EX-23 Consent of Expert or Counsel HTML 27K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 36K
Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
7: EX-32 Certification -- §906 - SOA'02 HTML 28K
14: R1 Cover HTML 102K
15: R2 Consolidated Balance Sheets HTML 147K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 55K
17: R4 Consolidated Statements of Income (Loss) HTML 126K
18: R5 Consolidated Statements of Shareholders' Equity HTML 102K
19: R6 Consolidated Statements of Cash Flows HTML 133K
20: R7 Organization HTML 102K
21: R8 Summary of Significant Accounting Policies HTML 116K
22: R9 Investment Property and Equipment HTML 97K
23: R10 Marketable Securities HTML 216K
24: R11 Investment in Joint Venture HTML 54K
25: R12 Opportunity Zone Fund HTML 32K
26: R13 Loans and Mortgages Payable HTML 350K
27: R14 Stock Compensation Plan HTML 256K
28: R15 401(k) PLAN HTML 32K
29: R16 Related Party Transactions and Other Matters HTML 42K
30: R17 Shareholders? Equity HTML 97K
31: R18 Distributions HTML 163K
32: R19 Federal Income Taxes HTML 112K
33: R20 Commitments, Contingencies and Legal Matters HTML 47K
34: R21 Fair Value Measurements HTML 65K
35: R22 Supplemental Cash Flow Information HTML 34K
36: R23 Subsequent Events HTML 46K
37: R24 Pro Forma Financial Information (Unaudited) HTML 40K
38: R25 Schedule Iii HTML 1.70M
39: R26 Summary of Significant Accounting Policies HTML 164K
(Policies)
40: R27 Summary of Significant Accounting Policies HTML 48K
(Tables)
41: R28 Investment Property and Equipment (Tables) HTML 73K
42: R29 Marketable Securities (Tables) HTML 206K
43: R30 Loans and Mortgages Payable (Tables) HTML 304K
44: R31 Stock Compensation Plan (Tables) HTML 216K
45: R32 Shareholders? Equity (Tables) HTML 37K
46: R33 Distributions (Tables) HTML 158K
47: R34 Federal Income Taxes (Tables) HTML 104K
48: R35 Fair Value Measurements (Tables) HTML 61K
49: R36 Pro Forma Financial Information (Unaudited) HTML 39K
(Tables)
50: R37 Organization (Details Narrative) HTML 34K
51: R38 Schedule of Future Minimum Lease Payments HTML 41K
(Details)
52: R39 Schedule of Cash, Cash Equivalents and Restricted HTML 36K
Cash (Details)
53: R40 Summary of Significant Accounting Policies HTML 125K
(Details Narrative)
54: R41 Schedule of Estimated Fair Value of Assets HTML 35K
Acquired (Details)
55: R42 Schedule of Community Net Operating Income and Net HTML 49K
Income (Loss) Acquired (Details)
56: R43 Summary of Accumulated Depreciation by Major HTML 37K
Classes of Assets (Details)
57: R44 Investment Property and Equipment (Details HTML 80K
Narrative)
58: R45 Summary of Marketable Securities (Details) HTML 84K
59: R46 Marketable Securities (Details Narrative) HTML 48K
60: R47 Investment in Joint Venture (Details Narrative) HTML 73K
61: R48 Opportunity Zone Fund (Details Narrative) HTML 41K
62: R49 Schedule of Loans Payable (Details) HTML 80K
63: R50 Schedule of Loans Payable (Details) HTML 69K
(Parenthetical)
64: R51 Schedule of Aggregate Principal Payments of All HTML 61K
Loans Payable Including Credit Facility (Details)
65: R52 Schedule of Mortgages Payable (Details) HTML 183K
66: R53 Schedule of Aggregate Principal Payments of All HTML 55K
Mortgages Payable (Details)
67: R54 Loans and Mortgages Payable (Details Narrative) HTML 229K
68: R55 Schedule of Fair Value of Option Grant of HTML 38K
Weighted-Average Assumptions (Details)
69: R56 Schedule of Stock Option Plans and Changes in HTML 67K
Stock Options (Details)
70: R57 Summary of Stock Options Outstanding (Details) HTML 104K
71: R58 Summary of Stock Options Outstanding (Details) HTML 28K
(Parenthetical)
72: R59 Schedule of Performance-Based Vesting Criteria HTML 55K
(Details)
73: R60 Schedule of Performance-Based Vesting Criteria HTML 37K
(Details) (Parenthetical)
74: R61 Schedule of Nonvested Restricted Stock Awards HTML 57K
(Details)
75: R62 Stock Compensation Plan (Details Narrative) HTML 149K
76: R63 401(k) PLAN (Details Narrative) HTML 41K
77: R64 Related Party Transactions and Other Matters HTML 55K
(Details Narrative)
78: R65 Schedule of Amount Received in Connection With HTML 46K
Drip (Details)
79: R66 Shareholders? Equity (Details Narrative) HTML 186K
80: R67 Summary of Payment of Distributions to HTML 32K
Shareholders (Details)
81: R68 Summary of Payment of Dividends to Preferred HTML 61K
Shareholders (Details)
82: R69 Distributions (Details Narrative) HTML 38K
83: R70 Schedule of Characterized Distributions Paid Per HTML 66K
Common Share (Details)
84: R71 Federal Income Taxes (Details Narrative) HTML 33K
85: R72 Commitments, Contingencies and Legal Matters HTML 72K
(Details Narrative)
86: R73 Financial Assets and Liabilities Recognized at HTML 50K
Fair Value on A Recurring Basis (Details)
87: R74 Fair Value Measurements (Details Narrative) HTML 30K
88: R75 Supplemental Cash Flow Information (Details HTML 35K
Narrative)
89: R76 Subsequent Events (Details Narrative) HTML 75K
90: R77 Summary of Pro Forma Financial Information HTML 38K
(Details)
91: R78 Real Estate and Accumulated Depreciation (Details) HTML 1.15M
92: R79 Schedule Iii - Real Estate and Accumulated HTML 37K
Depreciation - Schedule of Real Estate Investment
(Details)
93: R80 Schedule Iii - Real Estate and Accumulated HTML 35K
Depreciation - Schedule of Accumulated
Depreciation (Details)
95: XML IDEA XML File -- Filing Summary XML 173K
98: XML XBRL Instance -- form10-k_htm XML 7.48M
94: EXCEL IDEA Workbook of Financial Report Info XLSX 303K
10: EX-101.CAL XBRL Calculations -- umh-20231231_cal XML 233K
11: EX-101.DEF XBRL Definitions -- umh-20231231_def XML 1.27M
12: EX-101.LAB XBRL Labels -- umh-20231231_lab XML 2.07M
13: EX-101.PRE XBRL Presentations -- umh-20231231_pre XML 1.47M
9: EX-101.SCH XBRL Schema -- umh-20231231 XSD 355K
96: JSON XBRL Instance as JSON Data -- MetaLinks 633± 894K
97: ZIP XBRL Zipped Folder -- 0001493152-24-008183-xbrl Zip 725K
Exhibit 97
UMH PROPERTIES, INC.
COMPENSATION CLAWBACK POLICY
Effective as of March 21, 2023
The Board of Directors (the “Board”) of UMH Properties, Inc. (the “Company”) has determined that it is in the best interests of the Company and its shareholders to adopt a policy to reinforce accountability and the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this Compensation Clawback Policy (this “Policy”), which authorizes the Company to seek recovery of certain incentive compensation paid to Covered Employees (as defined below).
This Policy applies to (i) the Company’s current and former executive officers, as determined by the Board in accordance with Section 16 of the Exchange Act (as defined below) and the listing standards of The New York Stock Exchange, (ii) current and former participants in any annual or long-term incentive plan maintained by the Company, (iii) officers of the Company having an important role in financial reporting, and (iv) such other current and former senior employees of the Company and its subsidiaries who may from time to time be designated by the Board as being subject to this Policy (collectively, the “Covered Employees”), and in each case, such individuals shall remain subject to this Policy following cessation of service to the Company and its subsidiaries.
| 1. | In the event the Company is required to prepare an accounting restatement of the Company’s financial results due to the Company’s material noncompliance with any financial reporting requirement under applicable securities laws or to correct a material error (a “Restatement”), the Company will, to the extent permitted by law, seek to recover Erroneously Awarded Compensation (as defined below) from Covered Employees, except if (i) the Board determines, after reasonable and documented attempts by the Company to recover, that the cost to enforce the Policy in any particular instance would exceed the amount to be recovered, or (ii) recovery would likely cause an otherwise tax-qualified retirement plan to fail to be so qualified. The Company shall seek to recover Erroneously Awarded Compensation even if there was no misconduct or failure of oversight on the part of an individual executive officer or employee subject to the Policy. The Board of the Company shall not have any discretion as to whether to pursue recovery of incentive compensation paid to Covered Employees, unless an exception stated in the first sentence of this paragraph applies. |
| This Policy will not apply to a restatement that the Board determines to be required or permitted under general accounting principles in connection with changes in accounting rules or standards or changes in applicable law or that results from a voluntary decision by the Company to change its accounting practice as permitted by applicable law. In the event the Company is required to prepare an accounting restatement, the application of this Policy will be triggered before the accounting restatement is actually filed with the Securities and Exchange Commission. |
| 2. | The method of recovery of Erroneously Awarded Compensation will be determined by the Board in its sole discretion and may include (without limitation) one or a combination of the following: (a) direct reimbursement in cash from the Covered Employee, (b) recoupment of shares of Company stock, (c) forfeiture of unvested awards, (d) rescission or cancellation of outstanding vested awards, (e) offset against other amounts owed to the Covered Employee, (f) reduction of future compensation, and (g) any other remedial or recovery action permitted by law. There is no limit to the amount of Erroneously Awarded Compensation the Board shall seek to recover. The Board shall not settle for less than the full recovery amount, except as set forth in the first sentence of Section 1. |
| 3. | If the Erroneously Awarded Compensation includes shares of Company stock (or derivatives thereof), the Committee may require that the Covered Employee repay to the Company any dividends or dividend equivalents paid with respect to those securities, and any profits realized, directly or indirectly, from the sale or other disposition of those securities. |
| 4. | The Company will not indemnify any Covered Employee against the loss of Erroneously Awarded Compensation. |
| 5. | Any recovery effort or forfeiture authorized by the Board pursuant to this Policy shall be subject to any dispute resolution procedures that apply to the applicable compensation plan or agreement. |
| 6. | This Policy shall be administered by the Board, which may delegate its duties and powers, in whole or in part, to the Compensation Committee of the Board (the “Compensation Committee”), in which event references herein to the Board shall be deemed references to the Compensation Committee. The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. Any determinations made by the Board shall be made in its reasonable discretion and shall be final and binding on all affected individuals (and any such determinations need not be uniform with respect to all Covered Employees). |
| 7. | The Company’s right of recovery under this Policy is in addition to any right or remedy otherwise available to the Company, including (without limitation) disciplinary action up to and including termination of employment and the initiation of civil or criminal proceedings; provided that there shall be no duplication of recovery under this Policy and Section 304 of the Sarbanes-Oxley Act of 2002. |
| 8. | The Board may amend this Policy at any time in its sole discretion, so long as this Policy, as amended, complies with the applicable requirements set forth in the Exchange Act and rules of The New York Stock Exchange. |
| 2 |
| 9. | For purposes of this Policy: |
a.) “Applicable Period” means the three completed fiscal years immediately preceding the year in which the Restatement is required.
b.) “Erroneously Awarded Compensation” means, with respect to any Covered Employee, the difference between (i) such Covered Employee’s actual Incentive Compensation, and (ii) the Incentive Compensation such Covered Employee otherwise would have earned, become vested in or been granted during the Applicable Period if the Company’s financial statements had reflected the Restatement. Erroneously Awarded Compensation will be computed without regard to taxes paid, to the extent the Covered Employee is expected to be able to recover (by means of a deduction, credit, refund or otherwise) the taxes previously withheld and/or paid on such amounts. For Incentive Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the Restatement, the amount will be based on the Board’s reasonable estimate of the effect of the Restatement on the stock price or total shareholder return.
c.) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
d.) “Incentive Compensation” means any compensation (including short-term, annual and long-term incentive compensation, whether paid in cash or in equity) that is granted, earned or vested based in whole or in part upon, and was contingent in whole or part upon, the attainment, during the Applicable Period, of any financial reporting measure.
| 3 |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/28/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 3/21/23 | 4 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/13/24 Umh Properties, Inc. 424B5 3/12/24 2:597K Broadridge Fin’l So… Inc |