Power REIT filed Definitive Additional Materials with the SEC on October 27, 2026, disclosing that its 2026 Annual Meeting of Shareholders was adjourned to November 10, 2026 because insufficient votes had been received to approve Proposal 3, which concerns amendments to the Series A Preferred Stock.

Key Highlights

  • Meeting adjourned: The 2026 Annual Meeting, originally convened October 27, 2026, was adjourned to November 10, 2026 at 10:30 a.m. Eastern time at 477 Madison Avenue, New York, New York 10022.
  • Vote threshold: Proposal 3 requires the affirmative vote of a majority of all 367,120 outstanding Common Shares as of the September 11, 2026 record date, meaning unvoted shares count as votes against.
  • Current vote tally: As of October 26, 2026, holders of approximately 48.4% of outstanding Common Shares had voted, which the filing states is less than the number required to approve Proposal 3 even if every holder who had not yet voted did so in favor.
  • Delisting risk disclosed: The Board disclosed that if the Series A Preferred Stock overhang cannot be addressed, delisting from NYSE American and deregistration under the Exchange Act "become likely," which would trigger conversion rights of Series A Preferred Stock holders.
  • ISS recommendation: Institutional Shareholder Services (ISS) has recommended that shareholders vote FOR Proposal 3, according to the filing.
  • Proposal 3 scope: The proposal would amend the Series A Articles Supplementary so that future amendments to the Declaration of Trust affecting only Series A Preferred Stock contract rights could be approved by Series A holders voting as a separate class, without a further common shareholder vote.

Power REIT's Capital Structure and the Series A Preferred Stock Vote

Power REIT (NYSE American:PW), a real estate investment trust headquartered in Old Bethpage, NY, filed Definitive Additional Materials on October 27, 2026, urging common shareholders to vote on Proposal 3 before the adjourned meeting date of November 10, 2026. According to the filing, the Trust had not received enough votes to pass the proposal despite a prior follow-up mailing and multiple email reminders to shareholders.

The filing explains that Proposal 3 is designed to give the Board a path to resolve what it describes as the "Series A Preferred Stock overhang" without requiring an additional vote of common shareholders for each future amendment to the Declaration of Trust that affects only Series A Preferred Stock contract rights. The Board, as disclosed in the filing, believes approval "preserves flexibility to address the Trust's capital structure, may help preserve its NYSE American listing and its ability to raise capital, and avoids the cost and delay of a second common shareholder vote." The filing also cautions shareholders to review the proxy statement dated September 16, 2026, including its discussion of risks such as potential dilution, before voting.

The filing notes that the Board may adjourn the meeting again if sufficient votes are not received by November 10, 2026, and that each additional adjournment adds to the expenses borne by the Trust on behalf of all shareholders. Shareholders who have already submitted proxies do not need to take further action, and previously submitted proxies remain valid unless revoked. The record date of September 11, 2026 will not change. The filing's forward-looking statements, including those relating to the NYSE American listing and capital structure outcomes, are described as subject to risks and uncertainties that "could cause actual results to differ materially."

What Was Disclosed

Power REIT filed additional proxy solicitation materials disclosing the adjournment of its 2026 Annual Meeting to November 10, 2026, the current vote status on Proposal 3, the potential consequences of that proposal failing, and the Board's recommendation that shareholders vote in favor.