InterGroup : Proxy Statement - Fiscal 2024

Submission Data File

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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THE INTERGROUP CORPORATION

(Name of Registrant as Specified In Its Charter)

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THE INTERGROUP CORPORATION 1516 S. BUNDY DRIVE, SUITE 200 LOS ANGELES, CALIFORNIA 90025

1. 889-2500
   _____________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 20, 2024

To the Shareholders of The InterGroup Corporation:

You are cordially invited to attend the Annual Meeting of Shareholders (the "Annual Meeting") of Shareholders of The InterGroup Corporation ("InterGroup" or the "Company") for the fiscal year ended June 30, 2023, at the Hilton San Francisco Financial District, 750 Kearny Street, San Francisco, CA 94108 on May 20, 2024, at 2:30 P.M. for the following purposes:

1. To elect one Class C director, to serve until the fiscal 2026 Annual Meeting;
2. To ratify the retention of WithumSmith+Brown, PC as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2024;
3. To approve, in a non-binding vote, the compensation of our named executive officers;
4. To determine, in a non-binding vote, whether a shareholder vote to approve the compensation of our named executive officers should occur every one, two, or three years; and
5. To transact such other business as may properly come before the meeting or any postponements or adjournments thereof.

The Board of Directors has fixed the close of business on April 10, 2024, as the record date for determining the shareholders entitled to notice of, and to vote at, the Annual Meeting or any postponements or adjournments thereof.

The Company's Annual Report for the fiscal year ended June 30, 2023 accompanies this Notice of Annual Meeting of Shareholders and Proxy Statement.

Your vote is important, whether you own a few or many shares. Please complete, sign, date and promptly return the enclosed proxy in the self- addressed, postage pre-paid envelope provided. Please return your proxy even if you plan to attend the Annual Meeting. You may always revoke your proxy and vote in person.

This Proxy Statement is available at: www.intergroupcorporation.com

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THE INTERGROUP CORPORATION 1516 S. BUNDY DRIVE, SUITE 200 LOS ANGELES, CALIFORNIA 90025 (310) 889-2500

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 20, 2024

The Board of Directors of The InterGroup Corporation ("InterGroup" or the "Company") is soliciting proxies in the form enclosed with this proxy statement in connection with its fiscal 2023 Annual Meeting of Shareholders to be held on May 20, 2024, or at any postponements or adjournments thereof. Only shareholders of record at the close of business on April 10, 2024, are entitled to notice of, and to vote at, the Annual Meeting.

Each shareholder is entitled to cast, in person or by proxy, one vote for each share held of record at the close of business on April 10, 2024. As of April 10, 2024, there were outstanding 2,184,579 shares of common stock, par value $.01 per share (the "Common Stock"). Of the total 2,184,579 shares outstanding, a majority, or 1,092,290 voting shares will constitute a quorum for the transaction of business at the Annual Meeting. The affirmative vote of the holders of the majority of the shares of Common Stock present and represented at the meeting and entitled to vote is required to elect directors, to ratify the retention of the Company's independent registered public accounting firm, and to ratify or approve the other proposals being voted on at this time.

The proxies named in the accompanying proxy card will vote the shares represented thereby if the proxy appears to be valid on its face, and where a specification is indicated as provided in such proxy, the shares represented will be voted in accordance with such specification. If no specification is made, the shares represented by the proxies will be voted: (1) FOR the election of one Class C director, to serve until the fiscal 2026 Annual Meeting; (2) FOR ratification of the retention of WithumSmith+Brown, PC as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2024; (3) FOR approval of the compensation of executive officers; and (4) FOR 3 Years as the period of time that non-binding shareholder votes should occur to approve compensation of executive officers.

If you give us a proxy, you can revoke it at any time before it is used. To revoke it, you may file a written notice revoking it with the Secretary of the Company at least 48 hours before the date and time of our Annual Meeting, execute a proxy with a later date, or attend the meeting and vote in person.

This Proxy Statement and the accompanying Form of Proxy are first being sent to shareholders on or about April 10, 2024. In some cases, these materials will be mailed to banks and brokers that should forward copies to the persons for whom they hold stock of the Company and to request authority for the execution of proxies. Officers of the Company may, without being additionally compensated, solicit proxies by mail, telephone, telegram, or personal contact. All proxy soliciting expenses will be paid by the Company. The Company does not expect to employ anyone else to assist in the solicitation of proxies.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Company's Certificate of Incorporation provides that the Board of Directors shall consist of not less than five nor more than nine members (subject to any vacancies). The exact number of directors is fixed by the Board prior to each year's Annual Meeting of Shareholders. The Board is divided into three staggered classes, each class having not less than one member and not more than three members. Each director is elected to serve for a three-year term and until the election and qualification of his or her successor. When vacancies on the Board occur, due to resignation or otherwise, the directors then in office may continue to exercise the powers of the Board of Directors, and a majority of such directors may select a new director to fill the vacancy, and such replacement director shall serve only until the expiration of the term of the director whose vacancy he is filling. Any director may resign at any time. Any director may be removed with cause by the vote of, or written consent of, the holders of a majority of the shares of Common Stock entitled to then vote at an election of directors at a special meeting called for the purpose of removal or to ratify the recommendation of a majority of the directors that such director be removed. A replacement director may be elected at the same special meeting.

The Board has proposed John C. Love as Class C Director to serve until the Fiscal 2026 Annual Meeting (to be held in 2027) and until the election and qualification of their successors. The Board of Directors has been informed that the nominee have consented to be named as such and is willing to serve as director if elected. However, if a nominee should be unable or declines to serve, it is intended that the proxies will be voted for such other persons as the proxies shall, in their discretion, designate. Unless otherwise directed in the accompanying proxy card, the persons named therein will vote FOR the election of the nominee. Election requires a plurality of votes (i.e., for the number of seats available for directors at an Annual Meeting, those directors obtaining the highest number of votes shall be elected to fill those seats).

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Business Experience

The principal occupation and business experience during the last five years for each of the directors and officers of the Company are as follows:

John V. Winfield - Mr. Winfield was first appointed to the Board in 1982. He currently serves as the Company's Chairman of the Board, President, and Chief Executive Officer, having first been appointed as such in 1987. Mr. Winfield also serves as Chairman and Chief Executive Officer of the Company's subsidiary Portsmouth Square, Inc. ("Portsmouth"), a public company. Mr. Winfield's extensive experience as an entrepreneur and investor, as well as his managerial and leadership experience from serving as a chief executive officer and director of public companies, led to the Board's conclusion that he should serve as a director of the Company.

Steve H. Grunwald - Mr. Grunwald joined the Board in October 2022. Mr. Grunwald also serves as a Director of the Company's subsidiary, Portsmouth Square, Inc., since 2019. Mr. Grunwald is a successful hospitality operator with over 15 years of experience. He worked at various positions at the five-star hotel Le Châtelain Brussels and later became the General Manager of the property. In 2006, Mr. Grunwald actively participated in the construction and opening of a boutique hotel, The Progress Hotel. He became the General Manager of two more properties in 2009. In 2013, he oversaw the renovations and reopening of The Hotel Siru and took over the management of the property. Mr. Grunwald is currently managing four hotels of different styles and categories. Mr. Grunwald obtained his bachelor's degree from Brussels Business Institute's College of Hospitality and Tourism Management in 2004. Mr. Grunwald's vast experience in the hospitality industry led to the Board's conclusion that he should serve as a director of the Company.

Yvonne L. Murphy - Mrs. Murphy was elected to the Board of InterGroup in February 2014 and had served as a director at Portsmouth from March to December 2019. Mrs. Murphy has impressive experiences in corporate management, legal research, and legislative lobbying for over 30 years. She was a member of Governor Kenny C. Guinn's executive staff in Nevada and was employed for years by the prestigious Jones Vargas law firm in Reno, Nevada. She served in nine legislative sessions during the most challenging years in Nevada's history. Before starting her lobbying firm, Ms. Murphy worked for

1. Partners in its corporate office in Las Vegas, Nevada, and in the Government Affairs Division in Reno. She has a Doctorate and a Master's in Business Administration from the California Pacific University. Within her community, she also serves as a volunteer board member for the Reno Philharmonic and Renown Health. Mrs. Murphy's extensive government affairs and business experience led to the Board's conclusion that she should serve as a director of the Company.

William J. Nance - Mr. Nance is a Certified Public Accountant ("CPA") and private consultant to the real estate and banking industries. He also founded Century Plaza Printers, Inc in 1979 and served as the President until 2022. Mr. Nance was first elected to the Board in 1984. He served as the Company's Chief Financial Officer from 1987 to 1990 and as Treasurer from 1987 to 2002. Mr. Nance is also a director of Portsmouth and serves as a director of Comstock Mining Inc. (NYSE MKT: LODE). Mr. Nance's extensive experience as a CPA and in numerous phases of the real estate industry, his business and management experience gained in running his businesses, his service as a director and audit committee member for other public companies and his knowledge and understanding of finance and financial reporting, led to the Board's conclusion that he should serve as a director of the Company.

John C. Love - Mr. Love was appointed to the Board in 1998. Mr. Love is an international hospitality and tourism consultant. He is a retired partner in the national CPA and consulting firm of Pannell Kerr Forster and, for the last 30 years, a lecturer in hospitality management at Golden Gate University and San Francisco State University. He is Chairman Emeritus of the Board of Trustees of Golden Gate University and the Honorary Director of the Hotel and Restaurant Foundation. Mr. Love is also a director of Portsmouth. Mr. Love's extensive experience as a CPA and in the hospitality industry, including teaching at the university level for the last 30 years in management control systems, and his knowledge and understanding of finance and financial reporting, led to the Board's conclusion that he should serve as a director of the Company.

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David C. Gonzalez - Mr. Gonzalez was appointed Vice President Real Estate of the Company on January 31, 2001. Since 1989, Mr. Gonzalez has served in numerous capacities with the Company, including Controller and Director of Real Estate. Mr. Gonzalez was appointed advisor of the Executive Strategic Real Estate and Securities Investment Committee of the Company and Portsmouth in February 2020. The Board of Directors of Portsmouth Square, Inc. elected Mr. Gonzalez as President of Portsmouth Square Inc. effective May 24, 2021

Ann Marie Blair - Ms. Blair was appointed as Treasurer and Controller of the Company on July 6, 2023. Ms. Blair also serves as Treasurer and Controller of Portsmouth, having been appointed to the position on July 6, 2023. Prior to joining the Company, Ms. Blair had served as Chief Financial Officer in the advertising technology industry. She obtained her Bachelor of Science degree in Accounting and her Master of Business Administration from Cumberland University.

Family Relationships: There are no family relationships among directors, executive officers, or persons nominated or chosen by the Company to become directors or executive officers.

Involvement in Certain Legal Proceedings: No director or executive officer, or a person nominated or chosen to become a director or executive officer, was involved in any legal proceeding requiring disclosure.

BOARD AND COMMITTEE INFORMATION

InterGroup is a Smaller Reporting Company under the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). The Company's Common Stock is listed on the Capital Market tier of the NASDAQ Stock Market LLC ("NASDAQ").

The Board of Directors of InterGroup currently consists of five members. Except for the Company's President and CEO, John V. Winfield, all of InterGroup's Board of Directors consists of "independent" directors as independence is defined by the applicable rules of the SEC and NASDAQ. The independent directors also meet in executive sessions at least twice per year. The Board of Directors held three meetings during the 2023 fiscal year (in person, telephonically or by written consent). No directors attended (whether in person, telephonically, or by written consent) fewer than 75% of all Board meetings held during the 2023 fiscal year.

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Board Leadership Structure

The Chairman of the Board, Mr. Winfield, also serves as the Company's Chief Executive Officer. The Board believes that combining the Chairman and Chief Executive officer roles is the most appropriate structure for the Company at this time because (i) this structure has had a longstanding history with the Company, which the Board believes has served our shareholders well through many economic cycles and business challenges; (ii) the Board believes Mr. Winfield's unique business experience and history with the Company makes it appropriate for him to serve in both capacities; and (iii) the Board believes its corporate governance processes and committee structures preserve Board independence by insuring independent discussions among directors and independent evaluation of, and communications with, members of senior management such that separation of the Chairman and Chief Executive Officer roles is unnecessary at this time.

Role of the Board in Oversight of Risk

The Board of Directors does not have a separate risk oversight body but instead manages risk directly. The Board mitigates risk through discussing with management the appropriate level of risk for the Company and evaluating the risk information received by management. These risks include financial, competitive, and operational risks. Further, every quarter, management reports to the Audit Committee regarding the Company's various risk areas as part of the Audit Committee's oversight role over financial reporting per the Audit Committee charter. Other committees of the Board of Directors also consider risks within their areas of responsibility.

We do not believe that our compensation policies encourage excessive risk-taking. The design of our compensation policies encourages employees to remain focused on both short-term and long-term financial and operational goals. Our equity awards typically vest over several years, which we believe encourages employees to focus on sustained stock price appreciation over time and the intrinsic value of the Company instead of short-term financial results.

Communications with the Board of Directors

The Board of Directors has not established a formal process for security holders to send communications to the Board of Directors, and the Board has not deemed it necessary to establish such a procedure at this time. Historically, almost all communications that the Company receives from security holders have been administrative and are not directed to the Board of Directors. Any communications to the Board of Directors may be submitted in writing to the following address: Board of Directors, The InterGroup Corporation, 1516 S. Bundy Drive, Suite 200, Los Angeles, CA 90025. If the Company should receive a security holder communication directed to the Board of Directors, or an individual director, said communication would be relayed to the Board of Directors or the individual director as the case may be.

Board Attendance at Annual Meetings of Shareholders

The Company does not have any formal policy with regard to Board members attendance at Annual Meetings of Shareholders but encourages each director to attend such meetings. All of the Company's directors attended the fiscal 2022 Annual Meeting of Shareholders.

Committees

The Company has an Executive Strategic Real Estate and Securities Investment Committee (the "Executive Committee") that meets in place of the Board upon the request of the Chairman of the Executive Committee if time does not permit the entire Board to convene. Mr. Winfield is Chairman of the Executive Committee. The purpose of the Executive Committee is to review time-sensitive, major issues facing the Company until the entire Board can meet and deliberate on such matters. The Executive Committee also reviews and considers potential acquisitions, dispositions, and financing of properties, and establishes certain investment procedures and reports to the Board of Directors. The Executive Committee held two meetings (in person, telephonically or by written consent) during the 2023 fiscal year.

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