Item 1. Legal Proceedings
Item 1. Legal Proceedings.
Putative Class Action Lawsuit
On August 14, 2015, the Company entered a Stipulation of Settlement (the "Settlement") providing for the settlement of a putative class action lawsuit against the Company and certain related parties. Under the Settlement, Gyrodyne agreed that any sales of its properties would be effected only in arm's-length transactions at prices at or above their appraised values as of 2014.
As of March 31, 2025, the aggregate appraised value of our remaining unsold properties exceeded the respective 2014 aggregate appraised value for such properties. See, “Risk Factors – Stipulation of Settlement prohibits us from selling our remaining properties at prices below the December 2014 appraised values” in the Company’s annual report.
Article 78 Proceeding
On April 26, 2022, the Incorporated Village of Head of the Harbor and certain other parties commenced a special proceeding (the “Article 78 Proceeding”) against the Town of Smithtown and certain other parties, including the Company, seeking to annul the Planning Board’s determinations relating to the Flowerfield Subdivision Application. The Article 78 Proceeding was commenced by the filing of a petition (the “Petition”) in the Supreme Court of the State of New York, Suffolk County, pursuant to Article 78 of New York’s Civil Practice Law and Rules (“Article 78”). Specifically, the Petition seeks to annul the Planning Board’s (i) approval of a findings statement, pursuant to the SEQRA, dated September 16, 2021, and adopted by the Planning Board on March 30, 2022, concerning the Flowerfield Subdivision Application, and (ii) preliminary approval on March 30, 2022, of the Flowerfield Subdivision Application. The arguments made in the Petition are substantially similar to those made by opponents of the Flowerfield Subdivision Application during the SEQRA and subdivision process. The Company and the Town of Smithtown are vigorously defending the Planning Board’s determinations against the Petition. In June 2022, Gyrodyne and the Town of Smithtown filed motions to dismiss the Petition. During the third quarter of 2023, the Article 78 Proceeding was re-assigned to a different judge for the second time. On February 6, 2024, the Supreme Court of the State of New York, Suffolk County issued an order (the “Order”), denying the Motions in part and granting them in part. Specifically, the Order (i) denied the Motions as to three individual Petitioners and the St. James-Head of the Harbor Neighborhood Preservation Coalition, Inc., (ii) granted the Motions as to the remaining twenty (20) individual Petitioners and the Village of Head of the Harbor, (iii) denied the branch of Gyrodyne’s motion alleging that Petitioners failed to state a claim. On October 11, 2024, the Supreme Court of the State of New York issued a ruling in favor of the Company dismissing the Article 78 petition in its entirety. On October 28, 2024, the Company received a notice of appeal filed by the petitioners in this proceeding seeking to appeal the court’s dismissal of the Article 78 petition, citing as grounds for appeal “whether the court erred in denying the petition and dismissed the Article 78 proceeding, and any and all other issues which may arise upon further review of the record on appeal”.
On November 12, 2024, the petitioners filed a notice of motion to renew and reargue, seeking to have the court direct the respondents to undertake a supplemental environmental impact statement to address retaining of storm water at the property being developed in light of a recent storm, and to annul the resolution approving the preliminary site plan.
On March 17, 2025, the Supreme Court of the State of New York, Suffolk County issued an order denying the appellants motion to stay enforcement of the order, pending hearing and determination of appeal. On March 21, 2025, the Supreme Court of the State of New York, Suffolk County issued an order denying the Petitioners motion to renew and reargue. On April 16, 2025 the Petitioners filed a notice of appeal seeking to appeal the March 17, 2025 order denying the appellants motion to stay enforcement of the order dismissing the Petition pending the appeal.
On April 28, 2025 the Petitioners perfected their appeal on the original Petition. The Petitioners’ memorandum of law largely repeats their earlier position and arguments, which the Supreme Court previously found to be an insufficient basis for overturning the Planning Board’s determinations. Gyrodyne will coordinate with the Town of Smithtown on promptly responding to the Petitioners’ appellate papers.
Pleadings filed in the Article 78 Proceeding may be accessed through a link (and related instructions) to the New York State Unified Court System which appears on the Company’s website at https://www.gyrodyne.com.
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General
In addition to the foregoing, in the normal course of business, Gyrodyne is a party to various legal proceedings. After reviewing all actions and proceedings pending against or involving Gyrodyne, management considers that any loss resulting from such proceedings individually or in the aggregate will not be material to Gyrodyne’s financial condition or results of operations.
Items 2 through 5 are not applicable to the Company in the three-months ended March 31, 2025.
Item 6. Exhibits.
3.1
Articles of Organization of Gyrodyne, LLC, dated as of October 3, 2013 (1)
3.2
Amended and Restated Limited Liability Company Agreement of Gyrodyne, LLC (2)
10.1
Amended and Restated Retention Bonus Plan (3)
10.2
Amendment No. 2 to the Retention Bonus Plan (4)
10.3
Amendment No. 3 to the Retention Bonus Plan (5)
10.4
Amendment No. 4 to the Retention Bonus Plan (6)
10.5
Cooperation Agreement, dated July 26, 2023, among the Company, Leap Tide Capital Management LLC and Jan Loeb (7)
10.6
Amendment No. 5 to the Retention Bonus Plan (8)
10.7
Nonqualified Deferred Compensation Plan (9)
10.8
Restricted Stock Plan (8)
31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (13)
32.1
CEO and CFO Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (14)
99.1
Short Form Order of the Supreme Court of the State of New York, Suffolk County, dated February 6, 2024 (10)
99.2
Short Form Order of the Supreme Court of the State of New York, Suffolk County, dated October 11, 2024 (11)
99.3
Petitioners’ Notice of Appeal, received October 28, 2024 (13)
99.4
Short Form Order of the Supreme Court of the State of New York, Suffolk County, dated March 17, 2025 (13)
99.5
Short Form Order of the Supreme Court of the State of New York, Suffolk County, dated March 21, 2025 (12)
99.6
Petitioners’ Notice of Appeal, received April 16, 2025 (13)
101.INS Inline XBRL Instance (13)
101.SCH Inline XBRL Taxonomy Extension Schema (13)
101.CAL Inline XBRL Taxonomy Extension Calculation (13)
101.DE Inline FXBRL Taxonomy Extension Definition (13)
101.LAB Inline XBRL Taxonomy Extension Labels (13)
101.PRE Inline XBRL Taxonomy Extension Presentation (13)
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(1)
Incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 21, 2013.
(2)
Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A12B filed with the Securities and Exchange Commission on September 1, 2015.
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(3)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 26, 2016.
(4)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 31, 2018.
(5)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 2, 2018.
(6)
Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 11, 2022.
(7)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 1, 2023.
(8)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 11, 2023.
(9)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 13, 2019.
(10)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 9, 2024.
(11)
Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Ex-change Commission on November 19, 2024.
(12)
Incorporated herein by reference to the Company’s Annual Report on Form 10-K, filed with the Securities and Ex-change Commission on March 28, 2025.
(13)
Filed as part of this report.
(14)
Furnished herewith in accordance with Item 601(b)(32) of Regulation S-K. This Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certification will not be deemed incorporated by reference into any filings under the Securities Act, expect to the extent that the registrant specifically incorporates it by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GYRODYNE, LLC
Date: May 5, 2025
/s/ Gary Fitlin
By Gary Fitlin
President and Chief Executive Officer
Chief Financial Officer and Treasurer
EXHIBIT INDEX
3.1
Articles of Organization of Gyrodyne, LLC, dated as of October 3, 2013 (1)
3.2
Amended and Restated Limited Liability Company Agreement of Gyrodyne, LLC (2)
10.1
Amended and Restated Retention Bonus Plan (3)
10.2
Amendment No. 2 to the Retention Bonus Plan (4)
10.3
Amendment No. 3 to the Retention Bonus Plan (5)
10.4
Amendment No. 4 to the Retention Bonus Plan (6)
10.5
Cooperation Agreement, dated July 26, 2023, among the Company, Leap Tide Capital Management LLC and Jan Loeb (7)
33
10.6
Amendment No. 5 to the Retention Bonus Plan (8)
10.7
Nonqualified Deferred Compensation Plan (9)
10.8
Restricted Stock Plan (8)
31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (13)
32.1
CEO and CFO Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (14)
99.1
Short Form Order of the Supreme Court of the State of New York, Suffolk County, dated February 6, 2024 (10)
99.2
Short Form Order of the Supreme Court of the State of New York, Suffolk County, dated October 11, 2024 (11)
99.3
Petitioners’ Notice of Appeal, received October 28, 2024 (13)
99.4
Short Form Order of the Supreme Court of the State of New York, Suffolk County, dated March 17, 2025 (13)
99.5
Short Form Order of the Supreme Court of the State of New York, Suffolk County, dated March 21, 2025 (12)
99.6
Petitioners’ Notice of Appeal, received April 16, 2025 (13)
101.INS Inline XBRL Instance (13)
101.SCH Inline XBRL Taxonomy Extension Schema (13)
101.CAL Inline XBRL Taxonomy Extension Calculation (13)
101.DEF Inline XBRL Taxonomy Extension Definition (13)
101.LAB Inline XBRL Taxonomy Extension Labels (13)
101.PRE Inline XBRL Taxonomy Extension Presentation (13)
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(1)
Incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 21, 2013.
(2)
Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A12B filed with the Securities and Exchange Commission on September 1, 2015.
(3)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 26, 2016.
(4)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 31, 2018.
(5)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 2, 2018.
(6)
Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 11, 2022.
(7)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 1, 2023.
(8)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 11, 2023.
(9)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 13, 2019.
(10)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 9, 2024.
(11)
Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Ex-change Commission on November 19, 2024.
(12)
Incorporated herein by reference to the Company’s Annual Report on Form 10-K, filed with the Securities and Ex-change Commission on March 28, 2025.
(13)
Filed as part of this report.
(14)
Furnished herewith in accordance with Item 601(b)(32) of Regulation S-K. This Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certification will not be deemed incorporated by reference into any filings under the Securities Act, expect to the extent that the registrant specifically incorporates it by reference.
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