Gyrodyne LLC (GYRO)

Star Equity Fund Seeks Two Board Seats (6/05/25)

On June 5, 2025, Star Equity Fund delivered a letter to the Issuer (the "Nomination Letter") dated June 5, 2025, nominating a slate of highly qualified director candidates, including Hannah M. Bible and Matthew R. Sullivan (collectively, the "Nominees") for election to the Board at the Issuer's 2025 annual meeting of shareholders (the "Annual Meeting"). As evidenced by their detailed biographies below, the Nominees are experienced, capable, and fully committed to act in the best interests of all the Issuer's shareholders.

Hannah M. Bible, age 45, is currently the Chief Legal Officer for Star Equity Holdings (NASDAQ: STRR), a diversified holding company, since April 2022, and previously the VP-Legal from October 2019 to April 2022. She was VP-Finance and Corporate Secretary for ATRM Holdings, Inc. (formerly NASDAQ: ATRM), a manufacturer of modular housing units for commercial and residential applications and now a wholly-owned subsidiary of Star Equity, from April 2019 to October 2019. Previously, Ms. Bible served in various roles for Lone Star Value Management, LLC, an investment fund focused on long-term investing in deeply undervalued public securities, including as In-House Counsel from 2014 to December 2021 and Chief Financial Officer from June 2017 to December 2020; Director of Finance/CFO at Trinity Church, a religious organization, from 2012 to 2014; Counsel to RRMS Advisors, a company providing advisory and due diligence services to banking and other institutions with high-risk assets, from 2011 to 2012; Senior Advisor to International Consulting Group, Inc., a boutique intelligence and business strategy consulting firm, from 2009 to 2013; Adjunct Professor at Thomas Jefferson School of Law, a private, non-profit law school, from 2009 to 2012; and diplomatic advisor to the Asian-African Legal Consultative Organization, a permanent observer mission to the United Nations, from 2006 to 2008. Ms. Bible also held various accounting positions with Samaritan's Purse, a 501(c)(3) organization dedicated to emergency relief and serving the poor worldwide. Ms. Bible currently serves as chairwoman of the board of directors of Reliability, Inc. (OTC Pink: RLBY), which provides workforce solutions to its clients consisting primarily of employer of record services, recruiting and staffing, and video and multimedia production, since November 2019 and as a board member since 2014. Ms. Bible previously served as a member of the board of directors of Crossroads Systems Inc. (OTCQX: CRSS), an intellectual property licensing company, from 2016 to May 2017. Since July 2022, Ms. Bible has served on the board of directors of a private company, 100 Holdings, Inc., which is a parent company to various SAP solution entities. Ms. Bible also served on the board of directors of Spatializer Audio Laboratories, Inc. (formerly OTC: SPZR) from April 2014 through its strategic combination with Ameri Holdings, Inc., a specialized SAP(R) cloud, digital and enterprise solutions company, in May 2015. Ms. Bible earned an L.L.M. in Tax from New York University School of Law, a J.D. with honors from St. Thomas University School of Law, and a B.B.A. in Accounting from Middle Tennessee State University.

Matthew R. Sullivan, age 54, is currently the VP of Business Development for KBS Builders, Inc., a full service modular manufacturing and construction company delivering custom-designed residential and commercial structures for ground-up construction projects in the greater New England area, since September 2019. Previously, he was the Senior Vice President of Bowline Built, Inc., a general contracting and construction management company, from September 2003 to August 2019, and Manville Partners, LLC, a Boston based real estate management company providing management expertise to small and diverse residential portfolios, developers, and condominium associations, from February 2000 to May 2004. Mr. Sullivan earned a BS in Communications from Suffolk University.

https://www.sec.gov/Archives/edgar/data/1589061/000191567325000020/xslSCHEDULE_13D_X01/primary_doc.xml

Security Ownership

Gamco Asset Management Inc.
430,476
19.6%

Towerview LLC.
340,996
15.5%

Lance Gad Revocable Trust
166,765
7.6%

Star Equity Fund LP
156,043
7.1%

MILFAM LLC
113,557
5.2%



D&O’s

Paul L. Lamb
111,099
5.1%

Jan Loeb
69,218
3.1%

Nader Salour
33,918
1.5%

Ronald J. Macklin
30,415
1.4%

Richard Smith
21,570
1.0%

Peter Pitsiokos
0

Gary J. Fitlin - President, CEO, CFO and Treasuer
0

All executive officers and Directors as a group (7 persons)
266,220
12.1%

Court upholds 75-acre Flowerfield subdivision approval (10/16/24)

David Winzelberg

The Town of Smithtown’s preliminary subdivision approval for the 75-acre Flowerfield property in St. James has been upheld by a State Supreme Court decision.

State Supreme Court Justice Maureen Liccione dismissed the Article 78 lawsuit on Friday that was filed in May 2022 against the town, its planning board and Flowerfield owner Gyrodyne by the St. James-Head of Harbor Neighborhood Preservation Coalition and three area residents that challenged the preliminary subdivision approval.

The petitioners argued that the environmental review conducted by the town in advance of the preliminary subdivision approval was inadequate and did not include an analysis of the impact on the neighboring community and its character. However, the judge’s 13-page decision found that impact on neighborhood character was “considered extensively” in the environmental statement, which also imposed “a number of measures intended to mitigate potential adverse impacts,” including buffers of up to 200 feet, vegetation and restrictions on the location of structures.


The lawsuit also claimed that the planning board’s environmental review failed to take a “hard look” at the subdivision’s impact on traffic and water resources. The judge ruled that both of those claims, and a few others, lacked validity.

Attorney Tim Shea of Certilman Balin Adler & Hyman, who represents Gyrodyne, applauded the ruling.

“We are gratified with Justice Liccione’s thorough and well-reasoned decision validating the professionalism and hard work of the Town of Smithtown, Richard Zapolski and Rebecca Goldberg of IMEG and our entire development team and look forward to completing the subdivision process,” he told LIBN.

Attorney E. Christopher Murray of Rivkin Radler, who is representing the plaintiffs in the case, suggested the decision may be appealed.

“There are a number of issues which we believe warrant an appeal and we will be pursuing all appropriate actions with regards to the proposed development,” he said.

The eight-lot subdivision plan approved in March 2022 by the town and its planning board, had been scaled back and modified from the original nine-lot proposal submitted in Dec. 2017, after public comment and feedback from local stakeholders. The current preliminary subdivision approval from the town would allow for the proposed development of a 125,000-square-foot medical office building, 250-bed assisted-living facility and 125-key hotel with associated infrastructure improvements. There would be 35.4 acres, about 47 percent of the site, reserved for open space, including managed landscaping and 2 miles of walking and bicycle trails.

“We are extremely pleased with the court’s decisive ruling, which upholds the integrity of our subdivision approval process,” Gyrodyne CEO Gary Fitlin said in a written statement. “This decision represents a major milestone for Gyrodyne and reaffirms our commitment to responsible development. We remain focused on securing the final approvals necessary to unlock the full potential of the Flowerfield property and ensuring the best possible outcome for our shareholders.”

Once a helicopter and aeronautics manufacturer, publicly traded Gyrodyne ceased those operations in 1975 and turned some of its sprawling St. James property into an industrial park. The Flowerfield site, located at the intersection of Mills Pond Road and Flowerfield Drive, currently has four single-story, multi-tenanted industrial buildings with a total building area of 134,893 square feet that is about 80 percent occupied.

In 2012, Gyrodyne received about $167.5 million from the state as payment for undervaluing the state’s condemnation of 245.5 acres seven years earlier. State courts ruled that Gyrodyne was owed the money for the Flowerfield property that was taken by the state via eminent domain in 2005 and is now part of Stony Brook University.

Development of the remainder of the Flowerfield property has been opposed by local residents over the years, who have fought previous proposed plans.

St. James-based Gyrodyne, which owns and manages a portfolio of commercial real estate properties, has tried to increase Flowerfield’s value and attractiveness by securing municipal approvals for its future redevelopment. The Flowerfield property is currently being marketed for sale by a JLL Capital Markets team led by Jose Cruz, Ryan Robertson and David Leviton.

“The outcome of the Article 78 proceeding provides enhanced clarity on the potential future uses of the property for any prospective buyers,” Cruz said in the statement. “We believe that the approval of this subdivision addresses any concerns associated with development of the property and has a positive effect on our marketing efforts.”

https://libn.com/2024/10/16/court-upholds-75-acre-flowerfield-subdivision-approval/

Source: NYSCEF [Docket 176]

https://iapps.courts.state.ny.us/fbem/DocumentDisplayServlet?documentId=7lNkhVQ%2Fb%2FkBI34Gr8_PLUS_yfw%3D%3D&system=prod&s=09

New York Supreme Court Rules in Favor of Gyrodyne in Article 78 Proceeding (10/16/24)

ST. JAMES, N.Y., Oct. 16, 2024 (GLOBE NEWSWIRE) -- Gyrodyne, LLC (NASDAQ: GYRO) (“Gyrodyne”) today announced that the Supreme Court of the State of New York issued a decisive ruling in favor of Gyrodyne, dismissing a petition brought by the St. James - Head of the Harbor Neighborhood Preservation Coalition, Inc. and several individuals seeking a judgment to vacate the Town of Smithtown Planning Board’s approval of Gyrodyne’s eight-lot subdivision of its Flowerfield property.

On October 11, 2024, after an exhaustive review of the entire administrative record, Justice Maureen T. Liccione denied the Petition as to all remaining petitioners and dismissed the Article 78 Proceeding because the petition was defective and unsupported by the administrative record and “the record demonstrates that the Planning Board took the requisite ‘hard look’ and mitigated the potential adverse environmental impacts of subdivision approval to the maximum extent practicable.”

Gyrodyne is continuing to take all actions necessary to secure final approval of an eight-lot subdivision of Flowerfield and is now in the process of conducting a national marketing effort through its broker JLL Capital Markets, led by Suburban Tristate Leader Jose Cruz, as well as Vice Chairman and broker lead of Long Island David Leviton and Director Ryan Robertson, to sell its properties with all approved entitlements with the goal of generating maximum net asset value for Gyrodyne’s shareholders. “The outcome of the Article 78 Proceeding provides enhanced clarity on the potential future uses of the property for any prospective buyers” said Cruz. “We believe that the approval of this subdivision addresses any concerns associated with development of the property and has a positive effect on our marketing efforts.”

Gary Fitlin, Chief Executive Officer of Gyrodyne, stated: “We are extremely pleased with the Court's decisive ruling, which upholds the integrity of our subdivision approval process. This decision represents a major milestone for Gyrodyne and reaffirms our commitment to responsible development. We remain focused on securing the final approvals necessary to unlock the full potential of the Flowerfield property and ensuring the best possible outcome for our shareholders.”

About Gyrodyne

Gyrodyne, LLC (the “Company”) owns and manages a diversified portfolio of real estate properties comprising office, industrial and service-oriented properties in the New York metropolitan area. The Company owns a 63-acre site approximately 50 miles east of New York City on the north shore of Long Island, which includes industrial and office buildings and undeveloped property, and a medical office park in Cortlandt Manor, New York, both of which are the subject of plans to seek value-enhancing entitlements. The Company's common shares are traded on the NASDAQ Capital Market under the symbol GYRO. Additional information about the Company may be found on its web site at www.gyrodyne.com.

https://www.globenewswire.com/news-release/2024/10/16/2963899/0/en/New-York-Supreme-Court-Rules-in-Favor-of-Gyrodyne-in-Article-78-Proceeding.html

Gary Fitlin, President, Chief Executive Officer, Chief Financial Officer and Treasurer of Gyrodyne, LLC, presented remarks at the Company’s 2024 Annual Shareholders Meeting held on October 7, 2024 (10/07/24)

https://www.sec.gov/ix?doc=/Archives/edgar/data/1589061/000143774924030773/gyrllc20241007_8k.htm

Thank you for sharing.

https://www.marketscreener.com/quote/stock/JONES-LANG-LASALLE-INCORP-13180/news/Jones-Lang-LaSalle-Incorporated-Gyrodyne-retains-JLL-Capital-Markets-to-sell-60-acre-Long-Island-d-46364201/

Gyrodyne Announces Closing of Successful, Oversubscribed Rights Offering (3/08/24)

ST. JAMES, N.Y., March 08, 2024 (GLOBE NEWSWIRE) -- Gyrodyne, LLC (NASDAQ: GYRO) (the "Company" or "Gyrodyne"), an owner and manager of a diversified portfolio of real estate properties, today announced the successful closing of its previously announced rights offering (the "Rights Offering") for shares of the Company's limited liability company interests ("Common Shares"). Pursuant to the terms of the Rights Offering, all 625,000 of the Common Shares offered in the Rights Offering were purchased at $8 per share, generating $5 million in gross proceeds to the Company (approximately $4.4 million net of costs).

The subscription period for the Rights Offering expired at 5:00 p.m., New York City time, on March 7, 2024.

The Company is issuing 625,000 shares, the maximum number of shares issuable in the Rights Offering, consisting of 353,164 shares pursuant to the exercise of basic subscription privileges and 271,836 shares pursuant to the exercise of over-subscription privileges. In total, Rights Offering participants subscribed for 1,031,640 shares, exceeding by approximately 65% the 625,000 maximum shares offered in the Rights Offering.

Rights Offering participants who exercised their basic subscription privilege in full requested a total of 678,476 additional shares in the exercise of oversubscription privileges, far exceeding the 271,836 over-subscription shares available. As a result, the available over-subscription shares will be allocated pro rata among the oversubscribing shareholders, with such proration to reflect the proportion that the number available shares bears to the number of requested shares, or approximately 40% of each oversubscription request. Gyrodyne will return to those shareholders who submitted over-subscription requests the full amount of their excess payments. It may take longer for shareholders that own shares in “street name” to receive payment because the subscription agent will return payments through the record holder of such shares (i.e., through the custodian bank, broker, dealer or other nominee).

Rights Offering participants will receive the shares purchased by them in uncertificated book-entry form shortly after the date hereof.

The Company intends to use the net proceeds from the Rights Offering to supplement its cash on hand to ensure it is operating from a position of strength through the duration of the liquidation process to negotiate and enforce purchase agreements and defend its property rights in the Article 78 proceeding brought against Gyrodyne and in any other such proceeding that may arise. The Company also intends to use a portion of the net proceeds on outstanding legal fees that were incurred in opposing an activist shareholder campaign to elect directors and effect policy changes the board believed would not maximize value and would not be in the best interests of Gyrodyne’s shareholders.

For any questions regarding the issuance of shares purchased in the Rights Offering, please contact the Company’s information agent, Mackenzie Partners, toll-free at 800-322-2885 or via email at proxy@mackenziepartners.com.

The issuance of Common Shares in connection with the Rights Offering was made pursuant to the Company's effective registration statement on Form S-1 (Reg. No. 333-276312) on file with the Securities and Exchange Commission.

About Gyrodyne

Gyrodyne, LLC owns and manages a diversified portfolio of real estate properties comprising office, industrial and service-oriented properties in the New York metropolitan area. The Company owns a 63-acre site approximately 50 miles east of New York City on the north shore of Long Island, which includes industrial and office buildings and undeveloped property, and a medical office park in Cortlandt Manor, New York, both of which are the subject of plans to seek value-enhancing entitlements. The Company's common shares are traded on the NASDAQ Capital Market under the symbol GYRO. Additional information about the Company may be found on its web site at www.gyrodyne.com.

https://www.globenewswire.com/news-release/2024/03/08/2843343/0/en/GYRODYNE-ANNOUNCES-CLOSING-OF-SUCCESSFUL-OVERSUBSCRIBED-RIGHTS-OFFERING.html

Gyrodyne Announces Commencement of Rights Offering (2/06/24)

ST. JAMES, N.Y., Feb. 06, 2024 (GLOBE NEWSWIRE) -- Gyrodyne, LLC (“Gyrodyne” or the “Company”) (NASDAQ: GYRO), an owner and manager of a diversified portfolio of real estate properties, today announced the commencement of the subscription period of its rights offering.

As previously announced, the Company intends to raise up to $5 million in aggregate gross proceeds by way of a rights offering in which its existing shareholders as of the record date of January 29, 2024 will be granted rights to purchase shares of the Company’s common stock (the “Rights Offering”).

The Company filed a registration statement (File No. 333-276312) (the “Registration Statement”) with respect to the proposed Rights Offering with the Securities and Exchange Commission (the “SEC”) on December 29, 2023.

In the Rights Offering, the Company will distribute to holders of Gyrodyne’s common shares non-transferable subscription rights to purchase up to an aggregate of 625,000 shares of common stock at a subscription price of $8.00 per share. Each right consists of a basic subscription privilege and an oversubscription privilege. The rights under the basic subscription privilege will be distributed in proportion to shareholders’ holdings on the Record Date. Shareholders will receive one subscription right for each five shares held. Each whole subscription right gives the shareholders the opportunity to purchase two of the Company’s common shares for $8.00 per share. If a shareholder exercises his or her basic subscription right in full, and other shareholders do not, such shareholder will be entitled to an oversubscription privilege to purchase a portion of the unsubscribed shares at the subscription price, subject to proration and certain limitations.

The Company expects to use the net proceeds received from the rights offering to complete the pursuit of entitlements on the Company’s Flowerfield and Cortlandt Manor properties, for litigation fees and expenses in the Article 78 proceeding against the Company, for property purchase agreement negotiation and enforcement, for necessary capital improvements in the Company’s real estate portfolio, and for general working capital.

The subscription rights are exercisable until 5:00 p.m., New York City time, on March 7, 2024. Gyrodyne may extend the rights offering period for additional periods ending no later than April 6, 2024 or cancel the rights offering at any time for any reason.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on February 2, 2024.

About Gyrodyne

Gyrodyne, LLC owns and manages a diversified portfolio of real estate properties comprising office, industrial and service-oriented properties in the New York metropolitan area. The Company owns a 63-acre site approximately 50 miles east of New York City on the north shore of Long Island, which includes industrial and office buildings and undeveloped property, and a medical office park in Cortlandt Manor, New York, both of which are the subject of plans to seek value-enhancing entitlements. The Company's common shares are traded on the NASDAQ Capital Market under the symbol GYRO. Additional information about the Company may be found on its web site at www.gyrodyne.com.

Additional Information and Where to Find It

The Company has filed the Registration Statement (including a prospectus) with the SEC for the offering to which this press release relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.

No Offer or Solicitation

This press release shall not constitute an offer, nor a solicitation of an offer, of the sale or purchase of securities, nor shall any securities of the Company be offered or sold in any jurisdiction in which such an offer, solicitation or sale would be unlawful. It is an outline of matters for discussion only. Neither the SEC nor any state securities commission has approved or disapproved of the transactions contemplated hereby or determined if this document is truthful or complete. Any representation to the contrary is a criminal offense. In connection with the Rights Offering transaction discussed herein, the Registration Statement was filed with the SEC on December 29, 2023. Shareholders of the Company are urged to read the Registration Statement and the documents incorporated by reference therein before making any investment decision with respect to the Rights Offering because they will contain important information regarding the proposed Rights Offering transaction. You should not construe the contents of this press release as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein.

Contact Data

Alternatively, you may obtain copies of the prospectus, by contacting Mackenzie Partners, Inc., the information agent for the offering, at:

Mackenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
Call toll-free: (800) 322-2885
E-mail: proxy@mackenziepartners.com

https://www.globenewswire.com/news-release/2024/02/06/2824454/0/en/GYRODYNE-ANNOUNCES-COMMENCEMENT-OF-RIGHTS-OFFERING.html

Gyrodyne Announces Record Date for Proposed Rights Offering (1/22/24)

ST. JAMES, N.Y., Jan. 22, 2024 (GLOBE NEWSWIRE) -- Gyrodyne, LLC (“Gyrodyne” or the “Company”) (NASDAQ: GYRO), an owner and manager of a diversified portfolio of real estate properties, today announced that the record date for its proposed rights offering is January 29, 2024 at 5:00 p.m. Eastern Time (the “Record Date”).

As previously announced, the Company intends to raise up to $5 million in aggregate gross proceeds by way of a rights offering where its existing shareholders as of the Record Date will be granted rights to purchase shares of the Company’s common stock (the “Rights Offering”).

The Company filed a registration statement (File No. 333-276312) (the “Registration Statement”) with respect to the proposed Rights Offering with the Securities and Exchange Commission (the “SEC”) on December 29, 2023.

In the Rights Offering, the Company will distribute to holders of Gyrodyne’s common shares non-transferable subscription rights to purchase up to an aggregate of 625,000 shares of common stock at a subscription price of $8.00 per share. Each right consists of a basic subscription privilege and an oversubscription privilege. The rights under the basic subscription privilege will be distributed in proportion to shareholders’ holdings on the Record Date. Shareholders will receive one subscription right for each five shares held. Each whole subscription right gives the shareholders the opportunity to purchase two of the Company’s common shares for $8.00 per share. If a shareholder exercises his or her basic subscription right in full, and other shareholders do not, such shareholder will be entitled to an oversubscription privilege to purchase a portion of the unsubscribed shares at the subscription price, subject to proration and certain limitations.

The Company expects to use the net proceeds received from the rights offering to complete the pursuit of entitlements on the Company’s Flowerfield and Cortlandt Manor properties, for litigation fees and expenses in the Article 78 proceeding, for property purchase agreement negotiation and enforcement, for necessary capital improvements in the Company’s real estate portfolio, and for general working capital.

Further details on the terms of the Rights Offering and the procedures pursuant to which eligible shareholders can exercise their rights, including any changes to the dates included in this press release, will be announced before the commencement of the Rights Offering.

No Rights Offering will be made until the Company announces the definitive terms of the Rights Offering and the Registration Statement incorporating those terms is declared effective by the SEC.

About Gyrodyne

Gyrodyne, LLC owns and manages a diversified portfolio of real estate properties comprising office, industrial and service-oriented properties in the New York metropolitan area. The Company owns a 63-acre site approximately 50 miles east of New York City on the north shore of Long Island, which includes industrial and office buildings and undeveloped property, and a medical office park in Cortlandt Manor, New York, both of which are the subject of plans to seek value-enhancing entitlements. The Company's common shares are traded on the NASDAQ Capital Market under the symbol GYRO. Additional information about the Company may be found on its web site at www.gyrodyne.com.

https://www.globenewswire.com/news-release/2024/01/22/2813249/0/en/GYRODYNE-ANNOUNCES-RECORD-DATE-FOR-PROPOSED-RIGHTS-OFFERING.html

Term Mortgage Loan (1/03/24)

As previously reported in Gyrodyne, LLC’s (the “Company”) Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 29, 2023, the Company, through its subsidiaries GSD Cortlandt, LLC (“GSD Cortlandt”) and Buttonwood Acquisition, LLC (“Buttonwood”), secured a term mortgage loan (the “Mortgage Loan”) on December 27, 2023 in the principal amount of $1,500,000 with LLYR Resources, LLC. The net proceeds of the Mortgage Loan will be used for general working capital. The Mortgage Loan is unconditionally and irrevocably guaranteed by the Company. The term of the Mortgage Loan is two years. Until the maturity date, the Mortgage Loan bears interest at a floating interest rate of 1.5% per annum in excess of the Wall Street Prime Rate, with such interest payable monthly, which may be prepaid, in whole or in part, at any time, without payment of a prepayment fee.

The Mortgage Loan is secured by a first mortgage in the amount of $1,500,000 on the interests of GSD Cortlandt in 1989 Crompond Road and 1987 Crompond Road in Cortlandt Manor, New York, and the interests of Buttonwood in 206 Buttonwood Avenue and certain vacant land off of Buttonwood Road in Cortlandt Manor, New York.

https://www.sec.gov/ix?doc=/Archives/edgar/data/1589061/000143774924000422/gyrllc20240103_8k.htm

Security Ownership

Gamco Asset Management Inc.
284,272
18.1%

Towerview LLC.
155,152
9.9%

Grantham, Mayo, Van Otterloo & Co., LLC
119,248
7.6%

MILFAM LLC
113,557
7.2%

Star Equity Fund LP
99,464
6.3%

D&O’s

Paul L. Lamb
67,801
4.3%

Jan Loeb
66,000
4.2%

Ronald J. Macklin
21,743
1.4%

Nader Salour
24,228
1.4%

Richard Smith
21,224
1.3

Peter Pitsiokos
0

Gary J. Fitlin - President, CEO, CFO and Treasuer
0

All executive officers and Directors as a group (7 persons)
200,996
12.8%

Gyrodyne, LLC Plans to Raise $5 Million through Rights Offering (12/29/23)

https://www.sec.gov/Archives/edgar/data/1589061/000143774923035552/gyrllc20231228_s1.htm

GAMCO Investors, Inc. beneficially owns 284,272 shares (11/14/23)

Controls 18.06 percent.

https://www.sec.gov/Archives/edgar/data/807249/000080724923000149/gyro_11.htm

Fight over Flowerfield Fairgrounds in St. James continues as DEC makes pitch to acquire acreage (10/29/23)

The legal fight over a St. James property known as Flowerfield Fairgrounds is continuing, but records show the state has expressed interest in acquiring an untouched 43-acre portion of the 63 acres for conservation instead of development.

The New York State Department of Environmental Conservation pitched the proposal in a June letter to Smithtown Supervisor Ed Wehrheim, who replied later that month that the town"has no objection to the state’s proposal."

The DEC confirmed in a statement to Newsday that the agency "has been involved in preliminary discussions with stakeholders regarding the property’s future conservation."

In March 2022, Smithtown's Planning Board gave landowner Gyrodyne LLC, a defense contractor, the go-ahead to subdivide the 63 acres into eight lots for future uses like medical offices, an assisted living and a hotel. The company previously sold off about a dozen acres that now is a catering hall known as Flowerfield Celebration.

In April 2022, Head of the Harbor village and area residents sued the town and Gyrodyne to try to annul the planning board's decision and require more of an environmental review. The project opponents said they want to find a way to protect the undeveloped 43 acres from future building.

The lawsuit, pending in State Supreme Court in Suffolk County, alleges the town’s subdivision approval was “an abuse of discretion" and "violated lawful procedure."

On Oct. 11, attorney Chris Murray, who represents the plaintiffs, filed a letter with the court about the DEC's interest in the property.

The next day, Joseph Clasen, an attorney for Gyrodyne, responded with a court filing that said the company wasn't aware of the DEC's interest, nor had it started any discussions with the agency.

Clasen also asked the judge to dismiss the lawsuit and accused the plaintiffs of trying to stall the case.

Another attorney for Gyrodyne later declined Newsday's request for comment.

In the early 1900s, Long Island horticultural businessman John Lewis Childs owned the property and grew flowers and plants there. The parcel also was home to the former Long Island Rail Road Flowerfield station, which opened in 1910 before train service ended there in 1959.

Gyrodyne acquired the property in 1951, Newsday previously reported. The company built helicopters from 1961 until 1975 on the property, which primarily is zoned for light industry.

Today, part of the property houses 51 tenants and has 131,244 rentable square feet suitable for office, engineering, manufacturing and warehouse use, according to Gyrodyne's website.

Proponents of preserving the property say they're encouraged by DEC's interest in the property.

John Halsey, president of Peconic Land Trust, said the environmental advocacy group "will work with the owners and public partners including the NYS DEC and Suffolk County in any way we can to bring its protection to fruition.”

Head of the Harbor village trustee Judy Ogden, a spokeswoman for Saint James-Head of the Harbor Neighborhood Preservation Coalition — which is spearheading the lawsuit — said the town's lack of objection to the DEC's potential land acquisition "is really important."

Both Murray, the plaintiffs' attorney, and coalition member Joe Bolhoffer, an attorney who chairs Head of the Harbor's zoning board, saidin interviews the DEC's acquisition of the 43 acres would resolve the plaintiffs' legal demands.

Gary Fitlin, President, Chief Executive Officer, Chief Financial Officer and Treasurer of Gyrodyne, LLC, presented remarks at the Company’s 2023 Annual Shareholders Meeting held on October 12, 2023.

The text of Mr. Fitlin’s remarks are linked below.

https://www.sec.gov/Archives/edgar/data/1589061/000143774923028132/ex_579385.htm

Proxy Statement (9/12/23)

https://www.sec.gov/Archives/edgar/data/1589061/000143774923025694/gyrllc20230907_def14a.htm

Gyrodyne Announces Agreement with Star Equity Fund (9/06/23)

Will Implement Incentive Compensation Enhancements to Better Align with Shareholders; Star Equity Withdraws Nominations and Shareholder Proposal

ST. JAMES, N.Y., Sept. 6, 2023 /PRNewswire/ -- Gyrodyne, LLC (Nasdaq: GYRO), an owner and manager of a diversified portfolio of real estate properties ("Gyrodyne"), today announced that it has entered into an agreement (the "Agreement") with Star Equity Fund, LP ("Star Equity Fund"), under which Star Equity Fund has withdrawn both its slate of nominees for election at the 2023 annual shareholders meeting and its proposal regarding certain compensation matters, and Gyrodyne will freeze director fees and transition directors from its cash bonus plan to a new stock plan if approved by the shareholders.

Under the terms of the agreement, Gyrodyne agreed to submit for shareholder approval at its 2023 annual shareholders meeting a new stock incentive plan for directors who currently participate in Gyrodyne's cash retention bonus plan. If shareholders approve the proposed stock plan, current director participants in the bonus plan will exchange their benefits for an equivalent value of shares under the new stock plan, with the shares vesting over a three-year period.

The agreement with Star Equity Fund is just one step in Gyrodyne's articulated process of significant shareholder engagement.

Paul Lamb, Gyrodyne's Chairman, stated that "[t]he Board and Management greatly appreciate the valuable input provided by Star Equity and our other shareholders, which will benefit Gyrodyne tremendously as we move forward toward completing our strategic goal of selling our properties and maximizing distributions to our shareholders."

Jeffrey Eberwein, manager of Star Equity Fund, added that, "After recent constructive dialogue with Gyrodyne, we are pleased to have collaborated with the Board on these compensation structure changes to bring better alignment with the interests of all shareholders."

Star Equity has also agreed to certain customary standstill provisions. The full agreement with Star Equity will be filed in a Current Report on Form 8-K with the Securities and Exchange Commission.

About Gyrodyne, LLC

Gyrodyne, LLC owns and manages a diversified portfolio of real estate properties comprising office, industrial and service-oriented properties in the New York metropolitan area. The Company owns a 63 acre site approximately 50 miles east of New York City on the north shore of Long Island, which includes industrial and office buildings and undeveloped property, and a medical office park in Cortlandt Manor, New York, both of which are the subject of plans to seek value-enhancing entitlements. The Company's common shares are traded on the NASDAQ Stock Market under the symbol GYRO. Additional information about the Company may be found on its web site at www.gyrodyne.com.

https://www.prnewswire.com/news-releases/gyrodyne-announces-agreement-with-star-equity-fund-301919165.html

Gyrodyne Appoints Jan Loeb to Board of Directors (8/01/23)

ST. JAMES, N.Y.--(BUSINESS WIRE)--Gyrodyne, LLC (Nasdaq: GYRO) (“Gyrodyne” or the “Company”), an owner and manager of a diversified portfolio of real estate properties, today announced that it has appointed Jan Loeb to the Company’s Board of Directors (the “Board”), effective immediately. Mr. Loeb was appointed to the Board pursuant to a cooperation agreement (the “Agreement”) between the Company and Leap Tide Capital Management LLC (collectively with its affiliates, “Leap Tide”).

Paul Lamb, Chairman of the Board, said, “Jan is a proven leader who brings a wealth of strategic knowledge, financial expertise and prior public company board experience, and we are pleased to welcome him as a director. We look forward to benefitting from Jan’s input as we continue to position the Company’s properties for sale to ultimately distribute the maximum value possible to our shareholders.”

The Company also announced that Philip Palmedo, who has served as a director since July 1996, has stepped down from the Board, effective immediately.

Mr. Lamb added: “We want to express our sincere thanks to Phil for his guidance, leadership and dedication as the Company navigated through challenging times over the years.”

Mr. Loeb stated: “We are pleased to have worked constructively with Gyrodyne to reach an agreement that is in the best interests of all stakeholders. I look forward to leveraging my perspectives as a significant shareholder and working alongside my fellow directors to maximize value for all shareholders.”

As part of the Agreement, the Company has agreed to include Mr. Loeb in the Company’s slate of director nominees for election at the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) for a three-year term. Additionally, Leap Tide has agreed to customary standstill provisions. The Agreement will be included as an exhibit to the Company’s Current Report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission (the “SEC”).

About Jan Loeb

Mr. Loeb has more than 40 years of money management and investment banking experience. He has been the Managing Member of Leap Tide since 2007. From 2005 to 2007, he served as the President of Leap Tide’s predecessor, Leap Tide Capital Management Inc., which was formerly known as AmTrust Capital Management Inc. He served as a Portfolio Manager of Chesapeake Partners from February 2004 to January 2005. From January 2002 to December 2004, he served as Managing Director at Jefferies & Company, Inc. From 1994 to 2001, he served as Managing Director at Dresdner Kleinwort Wasserstein, Inc. (formerly Wasserstein Perella & Co., Inc.). He served as a Lead Director of American Pacific Corporation from July 8, 2013 to February 27, 2014, and also served as its Director from January 1997 to February 27, 2014. He served as an Independent Director of Pernix Therapeutics Holdings Inc. (formerly, Golf Trust of America, Inc.) from 2006 to August 31, 2011. He served as a Director of TAT Technologies, Ltd. from August 2009 to December 21, 2016. He served as a Director of Keweenaw Land Association, Ltd. from December 2016 until May 2019. He has served as President, Executive Chairman and board member of Novelstem International Corp since July 2018.

About Gyrodyne, LLC

Gyrodyne, LLC owns and manages a diversified portfolio of real estate properties comprising office, industrial and service-oriented properties in the New York metropolitan area. The Company owns a 63 acre site approximately 50 miles east of New York City on the north shore of Long Island, which includes industrial and office buildings and undeveloped property, and a medical office park in Cortlandt Manor, New York, both of which are the subject of plans to seek value-enhancing entitlements. The Company’s common shares are traded on the NASDAQ Stock Market under the symbol GYRO. Additional information about the Company may be found on its web site at www.gyrodyne.com.

https://www.businesswire.com/news/home/20230801880027/en/

Star Equity Fund Responds to Gyrodyne Board’s Entrenchment Tactics (6/21/23)

Alarmed by Board’s Efforts to Stonewall Director Nominations

Believes Change is Needed to the Board

OLD GREENWICH, Conn., June 21, 2023 (GLOBE NEWSWIRE) -- Star Equity Fund, LP (“Star Equity Fund”, “we”, or “our”) is an investment fund focused on unlocking shareholder value and improving corporate governance at its portfolio companies. Star Equity fund owns 6.7% of the common stock of Gyrodyne, LLC (Nasdaq: GYRO) (“Gyrodyne” or the “Company”). We believe significant change to the Gyrodyne board of directors (the “Board”) is needed NOW to create value for all shareholders. We have nominated two highly-qualified candidates for election to the Board, Hannah Bible and Matthew Sullivan, to act in the best interests of ALL shareholders. We believe the incumbent Board has been astonishingly conniving in attempting to disqualify our good faith director nomination and in depriving shareholders the opportunity to vote for alternative directors.

The Company has gone to great lengths to invalidate our director nomination

We believe the Board is utilizing underhanded tactics to try to thwart our director nomination. We have now received two deficiency notices from the Company alleging our Nomination Notice and accompanying questionnaires were incomplete and excluded certain information. Certain of these alleged deficiencies rely on categorically false assumptions or manipulations of facts, or are trivial in nature. Additionally, we believe that the Company is spending significant shareholder money on unnecessary investigations in a desperate search for information to discredit our highly qualified and motivated nominees.

The Board employs a multitude of self-serving entrenchment tactics

Stonewalling shareholder input has become a theme at Gyrodyne. Last year, in March 2022, we requested the Board waive its entrenchment mechanism requiring a nominating shareholder to have held at least $2,000 worth, or 1%, of the Company’s common stock for at least one year in order to be eligible to nominate. In yet another example of the entrenched Board’s refusal to facilitate shareholder input, the Company refused our request and this anti-shareholder mechanism remains in full force.

Unfortunately, the Board has carefully insulated itself from shareholder input and continuously rebuffed our attempts to effectuate change. We are shocked by the Company’s defensive moat of bylaw obstacles to the director nomination process, including minimum ownership and holding period thresholds, extensive and invasive nominee questionnaires, and its classified Board structure. These stipulations allow the Board to identify dissident shareholders far in advance, stifle their input, and try to stonewall nominations, as they seem to be attempting to do with our nominees. We believe Gyrodyne’s directors have engineered this labyrinth of barriers in a concerted effort to maintain their positions at Gyrodyne and treat the Company as their personal compensation vehicle.

The Board is significantly misaligned with shareholders’ interests

We believe that the Company's Board and management incentives are in obvious conflict with its duty to create value for all shareholders.

Firstly, in our view the Board is incentivized to drag out the liquidation process of the Company’s Flowerfield and Cortlandt Manor properties. The Company maintains an egregious compensation plan tied to the dissolution process (the “Bonus Plan”), which allocates 5% of the gross sale proceeds to Board members and management (65% of this pool going to the Board) if the properties are sold above their decade-old 2013 appraised values.

Secondly, the Board members and management earn an additional fee between 10% and 20% on gross proceeds in excess of the appraised values.

Through prolonging the dissolution process, which has been in process for more than 10 years, the Board continues to collect their annual compensation while increasing the chances of obtaining a higher sale price and, thus, a higher bonus under the Bonus Plan, which ignores the time value of money to the detriment of NPV-minded shareholders. Given the 2013 appraisal values are now 10 years old and were assessed in a significantly different real estate environment, we believe the Board is enriched at the expense of shareholders for protracting the dissolution process. The Company has not completed a sale of any properties within its real estate portfolio since August 2018, almost 5 years ago.

Based on the previous actions of the Board and the misalignment of their incentives, we have no confidence that Gyrodyne will complete its liquidation process by its stated year-end 2024 deadline, which has already been delayed by two years from the previous deadline. On top of this, the GYRO directors collectively own a mere 4% of shares with management owning zero shares — a serious concern for which we fault the Board.

Star Equity Fund remains resolute in its opinion that a change in Board composition is vital to altering the corporate governance practices, changing the onerous compensation plans, and unlocking shareholder value at GYRO. We believe the long-suffering GYRO shareholders deserve better, and we plan to give them a chance for much needed Board change at the upcoming Annual Meeting.


For more information contact:
Star Equity Fund, LP The Equity Group
Jeffrey E. Eberwein Lena Cati
Portfolio Manager Senior Vice President
203-489-9501 212-836-9611
jeff.eberwein@starequity.com
lcati@equityny.com
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Star Equity Fund, LP (“Star Equity Fund”), together with the other participants named herein (collectively, “Star Equity”), intends to file a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2023 annual meeting of shareholders of Gyrodyne, LLC a New York limited liability company (the “Company”).

STAR EQUITY STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.

The participants in the proxy solicitation are anticipated to be Star Equity Fund, Star Equity Fund GP, LLC (“Star Equity Fund GP”), Star Value, LLC (“Star Value”), Star Equity Holdings, Inc. (“Star Equity Holdings”), Star Investment Management, LLC (“Star Investment Management”), Jeffrey E. Eberwein, Hannah M. Bible, and Matthew R. Sullivan.

As of the date hereof, Star Equity Fund beneficially owns directly 99,360 common shares of LLC interests, par value $1.00 per share, of the Company (the “Common Shares”). Star Equity Fund GP, as the general partner of Star Equity Fund, may be deemed to beneficially own the 99,360 Common Shares owned directly by Star Equity Fund. Star Value, as the sole member of Star Equity Fund GP, may be deemed to beneficially own the 99,360 Common Shares owned directly by Star Equity Fund. Star Equity Holdings, as the parent company of Star Equity Fund, may be deemed to beneficially own the 99,360 Common Shares owned directly by Star Equity Fund. Star Investment Management, as the investment manager of Star Equity Fund, may be deemed to beneficially own the 99,360 Common Shares owned directly by Star Equity Fund. Mr. Eberwein, as the Portfolio Manager of Star Equity Fund, may be deemed to beneficially own the 99,360 Common Shares owned directly by Star Equity Fund. As of the date hereof, neither Ms. Bible nor Mr. Sullivan beneficially owns any Common Shares.

https://www.globenewswire.com/news-release/2023/06/21/2692025/0/en/Star-Equity-Fund-Responds-to-Gyrodyne-Board-s-Entrenchment-Tactics.html

TowerView LLC beneficially owns 155,152 shares (3/31/23)

Controls 10.46 percent.

https://www.sec.gov/Archives/edgar/data/1589061/000116657323000003/xslF345X02/primary_doc.xml

Gyrodyne Announces Cortlandt Manor Approval of Medical Oriented Zoning District (3/29/23)

Company Receives MOD Designation for Mixed-Use 154,000 Square foot Property, Paving the Way for Increased Value Creation

ST. JAMES, N.Y., March 29, 2023 /PRNewswire/ -- Gyrodyne, LLC (NASDAQ: GYRO), an owner and manager of a diversified portfolio of real estate properties, announced that, on March 20, 2023, the Town of Cortlandt Manor's Board unanimously adopted a SEQRA findings statement, effectively completing the environmental review process, and approved the adoption of a Local Law Establishing a Medical Oriented Zoning District ("MOD") that Gyrodyne's Cortlandt Manor property will be reclassified in. The law establishing the MOD becomes effective upon its filing by the Town of Cortlandt Manor with the New York Secretary of State, which is expected to occur on or about April 9, 2023 (20 days following adoption).

Under the adopted MOD, Gyrodyne received MOD campus designation for a mixed-use 154,000 square foot property (including the operating lot) comprised of 150,000 square feet of medical use and 4,000 square feet of retail use space.

The purpose of the MOD is to expand the Town's medical infrastructure and encourage economic development, including capital investment, job creation and housing options.

Gyrodyne's existing 31,421 square foot Cortlandt Medical Center, situated on 13.8 acres, is located directly across the street from New York Presbyterian's Hudson Valley Hospital Center, the largest employer in the Town, and within the boundaries of the MOD. Gyrodyne has committed resources toward both market research and feasibility studies in support of achieving entitlements to maximize the value of the property.

Paul Lamb, Gyrodyne's Chairman, said, "The Town's approval of the MOD is a major step forward toward maximizing the value of our Cortlandt Manor property. With this important milestone behind us, we can continue moving this project forward and drive enhanced shareholder value."

Gary Fitlin, Gyrodyne's Chief Executive Officer, said, "The MOD adoption represents the culmination of eight years of Gyrodyne's management, planners and engineers collaborating with the Town to help plan the MOD and identify issues and solutions. We do not plan on developing the property ourselves, but rather will focus on positioning it to be sold in the shortest period of time with the least amount of risk. Achieving MOD designation provides for increased development flexibility and will allow us to sell the property at a valuation higher than previously possible."

About Gyrodyne, LLC

Gyrodyne, LLC owns and manages a diversified portfolio of real estate properties comprising office, industrial and service-oriented properties in the New York metropolitan area. Gyrodyne owns a 63 acre site approximately 50 miles east of New York City on the north shore of Long Island, which includes industrial and office buildings and undeveloped property which is the subject of plans to seek value-enhancing entitlements. Gyrodyne also owns a medical office park in Cortlandt Manor, New York which is also the subject of a subdivision application. Gyrodyne's common shares are traded on the NASDAQ Stock Market under the symbol GYRO. Additional information about Gyrodyne may be found on its web site at www.gyrodyne.com.

https://www.prnewswire.com/news-releases/gyrodyne-announces-cortlandt-manor-approval-of-medical-oriented-zoning-district-301785105.html

Gyrodyne Issues Letter to Shareholders (1/30/23)

ST. JAMES, N.Y.--(BUSINESS WIRE)--Gyrodyne, LLC (Nasdaq: GYRO) (“Gyrodyne” or the “Company”), an owner and manager of a diversified portfolio of real estate properties, today issued the following letter to shareholders from Gary Fitlin, Gyrodyne's Chief Executive Officer.

January 30, 2023

Dear Gyrodyne Shareholders:

As we start the new year, I would like to express my gratitude for your investment in Gyrodyne. We have come a long way since our founding over 70 years ago and I am proud of all that we have accomplished. Our business strategy and focus on real estate, particularly with medical tenants, has continued to bear fruit – and we have distributed the majority of the value we have created to shareholders. To put this into perspective, the Company has passed along roughly $147 million to shareholders over the past nearly three decades – representing more than 1,000% of our 1996 market capitalization of approximately $13 million – and we are continuing these efforts to create even more value.

Looking ahead into 2023 and beyond, I wanted to take this opportunity to provide some color on our engagement with shareholders as well as specific updates on the business – including the substantial progress we have been making to achieve our goal of maximizing value. At the same time, we have worked to expedite our attainment of entitlements, reduce downside risks in our business and exploit our multiple value creation levers. Ultimately, we remain on track to position the Company’s properties for sale at enhanced values, distribute the maximum net asset value possible to our shareholders and dissolve.

Corporate Governance Update

As you may know, some shareholders’ concerns about the Company and our corporate governance were evident at the 2022 Annual Meeting of Shareholders. The entire Board and management team take these concerns very seriously and have been reflecting on the voting results from the meeting. In short order, we embarked on a listening tour and spoke with the vast majority of our major shareholders.

We have had numerous conversations and we want you to know that we hear you. We understand the frustrations expressed and are working to evaluate how we can address them – while ensuring we can successfully execute on our strategy and maintain the tax-efficient structures we have in place. Additionally, we will be reaching out again in the near-term to continue our engagement and conversations. We strongly believe in the value of our business and remain open to all potential pathways to maximize value for shareholders.

Business Update

Despite headwinds that faced the Company and the industry in the last year, we nevertheless made significant progress in 2022. Please consider the following:

We were able to successfully manage credit facilities in 2022. We locked into fixed term loans before rates started soaring with nothing coming due until 2025, by which point we expect our properties to be sold. Compared to other real estate companies and REITs, we are not looking at a cliff with regard to our credit facilities rolling over in the near-term.
We are working hard to maximize the value of our total real estate assets – which is currently $42.5 million, as of the end of the third quarter of 2022 – by pursuing additional entitlements.
We have successfully managed the Company’s leverage, with debt as of the end of the third quarter of 2022 at $9.8 million. Further, our loan to value ratio is 23%, which compares very favorably to the average leverage ratio for the real estate industry.
Despite the economic pressures stemming from inflation and higher interest rates, our attorneys and engineers continue to defer half of their fees – reflecting strong third-party confidence in the potential of our projects.
Next, I’d like to provide an update on the Flowerfield and Cortlandt Manor properties.

Flowerfield

This 63-acre property, located in St. James, New York, includes a 14-acre multi-tenanted industrial park comprising 135,000 rentable square feet and approximately 35 tenants. Stony Brook University Hospital-affiliated offices and services constitute our largest tenant base, occupying 26% of our square footage.

As you are likely aware, Gyrodyne submitted its subdivision application in 2017 and received preliminary subdivision approval in March of 2022 to divide Flowerfield into eight lots – which we believe will allow us to get the maximum value for the entire property.

In April 2022, certain parties commenced a special proceeding under Article 78 of New York’s Civil Practice Law & Rules against the Town of Smithtown, members of its Planning Board and Gyrodyne. The Petition seeks to annul the Planning Board’s findings statement and preliminary approval of the subdivision plan. The Company and the Town of Smithtown have been vigorously defending the Planning Board’s determinations and the Company remains confident in securing final subdivision approval in the third quarter of 2023 and consummating the sale of the Flowerfield properties by year-end 2024.

We are full steam ahead in terms of completing final subdivision approval from numerous state and local governmental agencies and this process will continue no matter the result of the Article 78 proceeding.

We have also been encouraged by the environmental bond issue that was recently passed in the state of New York. This gives local residents and the state the ability to buy the vacant land at Flowerfield. Of course, we do not know if a sale stemming from this legislation will occur, but we are encouraged to know there is money now available to environmental groups if they want to buy our property. We have worked hard to be able to get to this position and we are one step closer to maximizing the value of this property for our shareholders.

Cortlandt Manor

Moving to our Cortlandt Manor property, we are encouraged with the current progress we have made to date. As you likely know, this property comprises 13.8 acres in Cortlandt Manor, New York, and includes the 31,000 square foot Cortlandt Manor Medical Center. The big news here is the degree to which we have been leveling up the tenant base in recent months, which, in turn, increases the value of the property.

Importantly, NewYork-Presbyterian Hospital, one of the largest medical institutions in the country, has increased its occupancy from 63% to 72%. The Cortlandt Manor property now has approximately 92% occupancy based on leases signed and more than of 90% of those leases are with investment grade tenants.

All of this stems from our work over a number of years with the town on creating a Medical Oriented District (“MOD”). Based on indications from town officials, we expect that the MOD will be approved in the first quarter of this year, with our property achieving MOD campus designation shortly thereafter. As a result of the MOD, we were able to identify and purchase two additional properties that would maximize the density in which we could get approved for a medical office. We now own all the land directly across the street from the hospital that is included in the MOD. We were able to re-tenant the property with New York-Presbyterian through a long-term lease. We were also able to convince the other investment grade tenant on the property to extend and enter into a long-term lease.

We are confident this progress will allow us to sell the property at a much lower cap rate than under its old tenant occupancy. We believe that we have sufficiently reduced our downside risk from any market decline and from potential unfavorable density approvals from the town regarding the MOD.

In Closing

We are working hard to enhance property values, liquidate and distribute proceeds and dissolve the Company, which we expect to occur by the end of 2024. We believe that our fortified balance sheet strongly positions Gyrodyne to continue executing on our corporate strategy and we will continue to focus on the pursuit of expedited entitlements and taking the necessary steps to increase the value of our operating properties.

We are confident the steps we are taking will deliver enhanced value for our shareholders and look forward to communicating further with you in the coming months.

Sincerely,

Gary Fitlin
President and Chief Executive Officer

***

About Gyrodyne, LLC

Gyrodyne, LLC owns and manages a diversified portfolio of real estate properties comprising medical office, industrial and service-oriented properties in the New York metropolitan area. Gyrodyne owns a 63-acre site approximately 50 miles east of New York City on the north shore of Long Island, which includes industrial and office buildings and undeveloped property which is the subject of plans to seek value-enhancing entitlements. Gyrodyne also owns a medical office park in Cortlandt Manor, New York which is also the subject of a subdivision application. Gyrodyne's common shares are traded on the Nasdaq Stock Market under the symbol GYRO. Additional information about Gyrodyne may be found on its web site at www.gyrodyne.com.

https://www.businesswire.com/news/home/20230130005175/en/

TowerView LLC beneficially owns 118,203 shares (12/31/22)

Controls 8 percent.

https://www.sec.gov/Archives/edgar/data/1589061/000114036123000582/brhc10046283_sc13ga.htm

Star Equity Fund Issues Statement on Gyrodyne’s 2022 AGM (8/30/22)

AGM Election Results Confirm Significant Shareholder Frustration

OLD GREENWICH, Conn., Aug. 30, 2022 (GLOBE NEWSWIRE) -- Star Equity Fund, LP (“Star Equity Fund” or “we”), a 5% shareholder of Gyrodyne, LLC (Nasdaq: GYRO) (“Gyrodyne” or the “Company”) that seeks to unlock shareholder value and improve corporate governance at its portfolio companies, responds today to the results of Gyrodyne’s 2022 Annual General Meeting of Shareholders (“AGM”) where the majority of Gyrodyne shareholders voted in solidarity with our views.

On August 1, we issued a press release announcing our intentions to vote WITHHOLD on the re-election of incumbent board members Paul Lamb and Richard Smith due to their track record of poor corporate governance at Gyrodyne. We also announced our intention to vote AGAINST the Company’s executive compensation as a signal to Gyrodyne’s incumbent board of directors (the “Board”) on the poor structure of its Retention Bonus Plan (the “Bonus Plan”). Furthermore, proxy advisory firms ISS and Glass Lewis both independently recommended voting in line with our announced intentions.

On August 24, 2022, the Company held its AGM, and a staggering 56% of votes cast voted WITHHOLD on the reelection of both Lamb and Smith. This WITHHOLD rate represents a continuation of growing shareholder frustration, having increased from 34% in 2020 to 40% in 2021. In fact, many companies have auto-resignation provisions in their bylaws requiring resignation if the WITHHOLD vote is greater than 50%. In addition, 57% of votes cast voted against the approval of the Company’s executive compensation in a non-binding advisory vote, another sign of significant shareholder frustration.

It is abundantly clear that Gyrodyne’s Board lacks shareholder support. For years, shareholders have endured value destruction and neglect at the hands of a misaligned Board, who receives an egregious 65% of the payout under the Bonus Plan. Additionally, the Board has amended the Bonus Plan so that it cannot be materially modified, suspended, or terminated and has done so without shareholder approval. We believe this plan unfairly benefits a poorly performing Board to the detriment of shareholders, and the Company’s Board and management should instead own stock. We continue to believe the Board is incentivized to protract the dissolution of the Company because they receive compensation in the interim and are more concerned with maximizing their bonus payout under the Bonus Plan rather than maximizing net present value for shareholders.

Although we are pleased that shareholders voted in alignment with our views, this is only a first step. We maintain our commitment to advocate for the interests of all Gyrodyne shareholders and remain ready to act accordingly in the future.

About Star Equity Fund, LP

Star Equity Fund, LP is an investment fund managed by Star Equity Holdings, Inc. Star Equity Fund seeks to unlock shareholder value and improve corporate governance at its portfolio companies.

About Star Equity Holdings, Inc.

Star Equity Holdings, Inc. is a diversified holding company with three divisions: Healthcare, Construction, and Investments.

https://www.globenewswire.com/news-release/2022/08/30/2506744/0/en/Star-Equity-Fund-Issues-Statement-on-Gyrodyne-s-2022-AGM.html

More shareholders voted to WITHHOLD on the re-election of Paul L. Lamb and Richard B. Smith and AGAINST the proposal to ratify the executive officers’ compensation (8/25/22)

Baker Tilly US, LLP was ratified as independent public accounting firm for the 2022 fiscal year.

https://www.sec.gov/ix?doc=/Archives/edgar/data/1589061/000143774922021322/gyrllc20220825_8k.htm

Star Equity Fund Responds to Proxy Reports for Gyrodyne, LLC (8/16/22)

Supports Glass Lewis and ISS WITHHOLD Recommendations

Believes a Change in Board Composition is Necessary to Unlock Shareholder Value

OLD GREENWICH, Conn., Aug. 16, 2022 (GLOBE NEWSWIRE) -- Star Equity Fund, LP (“Star Equity Fund” or “we”), a 5% shareholder of Gyrodyne, LLC (Nasdaq: GYRO) (“Gyrodyne” or the “Company”), advocates for improved corporate governance and enhanced shareholder value at its portfolio companies. To that end, Star Equity Fund previously issued two press releases detailing our concerns about Gyrodyne. Recent reports from the proxy advisory firms Glass Lewis & Co., LLC (“Glass Lewis”), and Institutional Shareholder Services (“ISS”) reaffirm Gyrodyne’s continued track record of poor corporate governance. We believe the apathy of Gyrodyne’s incumbent board of directors (the “Board”) has been a root cause of shareholder value destruction.

We have already identified many aspects of poor corporate governance concerning the Gyrodyne Board, as disclosed in our previous press releases dated March 23, 2022, and August 1, 2022. Specifically:

In March, we emphasized our concerns with the Board’s bonus plan in the event of liquidation and announced our intent to nominate director candidates for the upcoming election. To our disappointment, and likely as a response to our press release, Gyrodyne’s Board amended the bonus plan in its 10-Q filed on May 11, 2022, to restrict its alteration and ensure their compensation even in the case of failed reelection. Additionally, Gyrodyne rejected our request to waive the requirement of holding $2,000 worth, or 1%, of common stock for at least a year.

In our August press release, we announced our intentions to vote WITHHOLD on the re-election of Paul L. Lamb and Richard B. Smith to the Board. In this release we expressed our views that the Board is running the Company for their personal benefit, collecting compensation while delaying the dissolution of the Company, guaranteeing an exorbitant bonus plan, having no requirement for executive ownership in the company, and not responding to shareholders’ continued concerns of poor corporate governance.

Glass Lewis and ISS independently raised similar concerns:

Both Glass Lewis and ISS independently came to many of the same conclusions of poor corporate governance at Gyrodyne within their recently issued reports, published on August 1, 2022, and August 5, 2022, respectively. These reports analyzed the proposals for consideration at the upcoming Gyrodyne annual meeting of shareholders including: the election of directors Paul L. Lamb and Richard B. Smith, the advisory vote on Executive Compensation, and the ratification of an independent auditor. Both firms recommended shareholders vote WITHHOLD on the re-election of Paul L. Lamb and Richard B. Smith and AGAINST the proposal to ratify the executive officers’ compensation, in line with our announced intentions.

Concerning the proposal for the election of directors, Glass Lewis reported that both incumbent nominees carried “ongoing compensation concerns” and displayed “insufficient response to shareholder dissent.” As both directors are members of the compensation committee, Glass Lewis suggested they “may not be effectively serving shareholders in this regard.” As they noted in their 2021 report on Gyrodyne, a substantial 37.3% of the votes were cast against last year’s executive compensation proposal. In addition to our protests, the Board has taken no action to reflect the large amount of shareholder dissent around this issue, among others, displaying entrenchment and indifference toward shareholders. ISS similarly suggested that the compensation committee “demonstrated poor responsiveness to shareholder concerns.” Additionally, both firms noted that the Board currently lacks gender diversity and appears to lack racial/ethnic diversity.

Regarding the advisory vote to ratify the executive compensation program, both firms identified poor governance practices. ISS reemphasized the board’s indifference toward shareholder concern on the historical say-on-pay votes, citing persistent low support of only 59.2% votes cast in 2020 and 60.3% votes cast in 2021. Glass Lewis noted a change of control provision within this proposal which would allow for the acceleration of certain vested outstanding equity rewards upon change of control, discouraging potential buyers and/or lowering the potential premium paid to investors in this scenario. They noted a lack of share ownership requirements among executives (who collectively own 0%) as well as minimal ownership among directors, failing to align the Board with the long-term interests of shareholders. Furthermore, they felt that the retention bonus plan allowing for non-executive director participation conflates the perspectives of independent directors and executives.

Star Equity Fund believes significant change to the Board is needed to unlock shareholder value.

In light of these reports and our recent press releases surrounding Gyrodyne’s poor corporate governance, we believe significant change to the Board is necessary to unlock shareholder value and to better align the Board’s interests with shareholders. We maintain our intention to vote WITHHOLD on the election of the two incumbents and AGAINST the executive compensation plan and continue to push for the interests of all shareholders of Gyrodyne.

About Star Equity Fund, LP

Star Equity Fund, LP is an investment fund managed by Star Equity Holdings, Inc. Star Equity Fund seeks to unlock shareholder value and improve corporate governance at its portfolio companies.

About Star Equity Holdings, Inc.

Star Equity Holdings, Inc. is a diversified holding company with three divisions: Healthcare, Construction, and Investments.

https://www.globenewswire.com/news-release/2022/08/16/2499091/0/en/Star-Equity-Fund-Responds-to-Proxy-Reports-for-Gyrodyne-LLC.html

Form 10-Q (6/30/22)

https://www.sec.gov/ix?doc=/Archives/edgar/data/0001589061/000143774922019734/gyrllc20220630_10q.htm

Star Equity Fund Intends to Vote WITHHOLD on the Re-Election of Paul Lamb and Richard Smith to the Gyrodyne Board (8/01/22)

OLD GREENWICH, Conn., Aug. 01, 2022 (GLOBE NEWSWIRE) -- Star Equity Fund, LP (“Star Equity Fund”, “we”, “our”), a 5.0% shareholder of Gyrodyne, LLC (Nasdaq: GYRO) (“Gyrodyne” or “the Company”), seeks to unlock shareholder value and improve corporate governance at its portfolio companies. To that end, as a Gyrodyne shareholder, we intend to vote WITHHOLD on the re-election of incumbent board members Paul Lamb and Richard Smith at the Company’s 2022 Annual Meeting of Shareholders, which will be held on August 24, 2022 at 11:00 a.m., ET. We also intend to vote AGAINST Proposal 2, the compensation of the Company’s named executive officers, as a signal to Gyrodyne’s incumbent board of directors (the “Board”) on the poor structure of its Retention Bonus Plan (the “Bonus Plan”).

We believe that under Lamb’s and Smith’s directorship, the Board has failed to adequately align itself with shareholders. This lack of alignment is evidenced by the Board’s limited stock ownership as well as by the Board compensating itself via the Bonus Plan. From an ownership standpoint, Gyrodyne directors collectively own only a small amount of the Company shares despite an average director tenure of approximately 20 years while the management team collectively owns zero shares, a serious concern for which we fault the Board. We are also highly concerned with the Bonus Plan, which stipulates that upon liquidation of Gyrodyne’s properties, 5% of the gross sale proceeds are allocated to the Board members and management as long as the proceeds are at least equal to the properties’ appraised values. Further, the Board members and management earn an additional fee on any incremental gross proceeds in excess of the appraisal values. We believe the Bonus Plan is egregious with 65% of the bonus pool going to the Board, which unfairly benefits a poorly performing incumbent Board to the detriment of shareholders. We believe the Board and management should instead own stock and they should terminate the Bonus Plan to properly align themselves with shareholders. In addition, the Board has made changes to the Bonus Plan several times, never with shareholder approval—something they could not do with a stock-based plan.

We were extremely disappointed to see in Gyrodyne’s 10-Q filed May 11, 2022 that the Company amended the Bonus Plan (once again) such that it cannot be (a) suspended or terminated, or (b) amended in a manner that would reduce, eliminate or otherwise materially impair the manner in which (i) the bonus pool is to be determined, calculated or funded, or (ii) bonus payments are to be made to participants in the Bonus Plan. The amendment also clarified that a director nominated for reelection but failing to get reelected would be treated as if he or she was terminated without cause (and thus eligible for modified benefits post-termination). We believe these changes were prompted by our March 2022 press release regarding our intent to nominate directors at the Company. These changes to the Bonus Plan further reinforce our view that the Board is running this Company principally for its own benefit rather than for the benefit of shareholders. We were also disappointed to see in the Company’s 2021 10-K filing that it has (yet again) delayed its liquidation timeline from 2022 to year-end 2024. We believe the Board is incentivized to protract the dissolution of the Company because they receive compensation in the interim and are more concerned with maximizing their bonus payout under the Bonus Plan rather than maximizing net present value for shareholders.

Gyrodyne’s Board has a track record of poor corporate governance, and proxy advisory firms ISS and Glass Lewis have noted numerous issues with the Board and its corporate governance. In their reports related to the Company’s 2021 annual meeting of shareholders, these proxy advisory firms recommended a vote against the Company’s say-on-pay proposal in 2021 due to Gyrodyne having demonstrated poor responsiveness following shareholder dissent on the previous year’s say-on-pay proposal. Further, Glass Lewis recommended shareholders withhold votes from all Gyrodyne’s nominees in 2021 and cited the 34% withhold vote rate on the Company’s nominees at the 2020 annual meeting of shareholders as evidence for a “high level of shareholder disapproval.” This withhold rate jumped to a staggering 40% in 2021. Both firms also noted the incumbent Board lacks gender diversity.

In March 2022, we requested the Board waive its entrenchment mechanism of requiring a nominating shareholder to have held at least $2,000 worth, or 1%, of the Company’s common stock for at least one year. We are disappointed to report the Company declined our request, yet another example of the entrenched Board’s refusal to facilitate shareholder input at the Company.

Gyrodyne’s long-suffering shareholders deserve better, and we aim to give them an opportunity for much-needed change on the Board. We should note our appreciation of management’s efforts and their engagement with us as shareholders. It is our intention to continue to monitor the Company’s progress; we remain ready to act in the future on behalf of shareholders if further progress on improving shareholder value and shareholder rights is not made. Our intent to withhold our vote for the election of incumbent Board members, Paul Lamb and Richard Smith, and against Proposal 2 is reflective of our dissatisfaction with the current Board’s lack of commitment to maximizing shareholder value and shareholder rights at Gyrodyne.

About Star Equity Fund, LP
Star Equity Fund, LP is an investment fund managed by Star Equity Holdings, Inc. Star Equity Fund seeks to unlock shareholder value and improve corporate governance at its portfolio companies.

About Star Equity Holdings, Inc.
Star Equity Holdings, Inc. is a diversified holding company with three divisions: Healthcare, Construction, and Investments.

https://www.globenewswire.com/news-release/2022/08/01/2489392/0/en/Star-Equity-Fund-Intends-to-Vote-WITHHOLD-on-the-Re-Election-of-Paul-Lamb-and-Richard-Smith-to-the-Gyrodyne-Board.html

Shareholder Letter

https://www.proxydocs.com/0/001/783/887/gyrodyne_shl_22.pdf

Gyrodyne Receives Preliminary Subdivision Approval For Flowerfield Property (4/01/22)

ST. JAMES, N.Y., April 1, 2022 /PRNewswire/ -- Gyrodyne, LLC (NASDAQ: GYRO), an owner and manager of a diversified portfolio of real estate properties ("Gyrodyne"), announced that on March 30, 2022, the Town of Smithtown Planning Board unanimously granted Gyrodyne's application for preliminary subdivision approval with respect to its Flowerfield property, subject to certain conditions including final approval of a stormwater pollution prevention plan, revisions as may be required pursuant to a SEQRA findings resolution adopted earlier and separation of common areas into separate lots.

The Smithtown Planning Board issued its approval of Gyrodyne's subdivision application after earlier that day adopting a findings resolution required under the State Environmental Quality Review Act, and then conducting a public hearing on the preliminary subdivision map. The SEQRA findings resolution was a prerequisite to adopting and approving the preliminary subdivision application, and established certain thresholds with regard to future development of the entire Flowerfield property, including but not limited to thresholds on sanitary discharge, traffic, cleared area and required vegetation.

The SEQRA findings resolution and preliminary approval of Gyrodyne's subdivision application reflect the Planning Board's consideration of over four years of public comment and review of voluminous analyses of economic and environmental impacts, including but not limited to traffic, sewage treatment and viewshed.

Paul Lamb, Gyrodyne's Chairman, said, "We are pleased by the Town's adoption of these resolutions as they are a critical gating factor in Gyrodyne's ability to both develop the Flowerfield property in a manner responsive to the community's interests and move the project forward to enhance shareholder value."

The findings resolution and preliminary subdivision application approval allow the subdivision application to proceed to its next phase of final subdivision approval, which includes securing Suffolk County Department of Health and Department of Public Works approvals (pending), New York State Department of Transportation approvals and final subdivision map approval from the Town of Smithtown. In this regard, Gyrodyne will be required to provide additional engineering analysis to the Town of Smithtown, Suffolk County and New York State regarding, among other things, a proposed sewage treatment plant, proposed traffic improvements on local roadways and State Route 25A, and storm drainage, internal roadway and utility infrastructure, much of which analysis has already been completed.

Gary Fitlin, Gyrodyne's Chief Executive Officer, commented that, while additional reviews and filings will need to be conducted, the resolutions are a milestone in Gyrodyne's efforts to steward the development of Flowerfield in a manner that has embraced all stakeholders.

Gyrodyne will continue to actively market its entire Flowerfield property on the basis of nine subdivided lots subject to and contingent upon final approval for the subdivision and related entitlements. Gyrodyne will also seek offers from potential buyers who may be willing to purchase the entire Flowerfield property or portions thereof on an "as is" basis, as well as offers for the company as a whole, that Gyrodyne finds more attractive from a timing or value perspective.

About Gyrodyne, LLC

Gyrodyne, LLC owns and manages a diversified portfolio of real estate properties comprising office, industrial and service-oriented properties in the New York metropolitan area. Gyrodyne owns a 63 acre site approximately 50 miles east of New York City on the north shore of Long Island, which includes industrial and office buildings and undeveloped property which is the subject of plans to seek value-enhancing entitlements. Gyrodyne also owns a medical office park in Cortlandt Manor, New York which is also the subject of a subdivision application. Gyrodyne's common shares are traded on the NASDAQ Stock Market under the symbol GYRO. Additional information about Gyrodyne may be found on its web site at www.gyrodyne.com.

https://www.prnewswire.com/news-releases/gyrodyne-receives-preliminary-subdivision-approval-for-flowerfield-property-301515883.html

Gyrodyne clears hurdle for St. James development (3/31/22)

By Nicholas Spangler

Gyrodyne won subdivision approval Wednesday night for its 75-acre St. James property, among the largest mostly undeveloped sites in Smithtown and western Suffolk County.

Smithtown’s five-person Planning Board voted unanimously with no public deliberation after two-and-a-half hours of comment. The former defense contractor’s application sought to divide its property into eight lots for uses such as a hotel, assisted living and medical offices. Catering facility Flowerfield Celebrations, located at the site, will not be altered by the subdivision and its operations will continue.

Subdivision is not necessary to develop the North Country Road property, most of which is zoned for light industry, but it will let the company sell or build on pieces of its land. of its land. The massive property was once home to a helicopter manufacturing facility and before that, a flower bulb farm. The company still needs final subdivision approval from the town for technical and engineering matters, along with individual site plans and perhaps special exceptions. Town officials said last week that any construction was at least a year or a year-and-a-half away.

Wednesday night’s hearing was contentious, mostly on battle lines established after the company submitted its application in 2017. Neighbors who participated in the hearing, which was conducted virtually, said the company’s plans threatened to destroy a bucolic corner of the North Shore through increased traffic and unsightly concrete. Gyrodyne representatives said they were careful to mitigate any negative impacts from development by including in their designs a vegetative buffer along North Country Road, forbidding left turns into and out of a complex entrance, and other steps.

“When it’s gone, it’s gone — we’ll never get it back,” said Arlene Goldstein, a St. James artist who spoke about the rural feel of the area.

Reprising their long-standing opposition to the project Wednesday night were Brookhaven Supervisor Edward Romaine and Head of the Harbor Mayor Douglas Dahlgard, who both represent constituencies near the Gyrodyne site but have had no oversight of the Town of Smithtown land use matter.

“There are a lot of people in my town that are adamantly opposed to this,” said Romaine, adding that area roads are already carrying far more traffic than they were designed to serve.

“This is right on the border of our town," he said, "within 300 feet of the Stony Brook Historic District.”

A traffic study commissioned by the company during environmental review found the added traffic would be manageable. The town has set traffic load limits but neighbors questioned the veracity of the study. Some questioned the feasibility of monitoring and enforcement for those limits and others the town imposed as part of its subdivision approval, like a limit to wastewater flow for a proposed sewage treatment plant to serve the site.

A lawyer for Gyrodyne, J. Timothy Shea, Jr., did not rebut all concerns but said the company had designed the project specifically “so you won’t have to be burdened with traffic.” A Gyrodyne traffic expert who testified in 2010 that commercial development would cause traffic to skyrocket, had been speaking about land the company once owned in Brookhaven and since taken by Stony Brook University, not about its Smithtown holdings, he said.

https://www.newsday.com/amp/long-island/suffolk/gyrodyne-st-james-development-smithtown-planning-board-lapzlkl0

Follow through will be critical for success of new Gyrodyne compromise plan (3/25/22)

https://tbrnewsmedia.com/follow-through-will-be-critical-for-success-of-new-gyrodyne-compromise-plan/

Star Equity Fund Announces Intent to Nominate Director Candidates at Gyrodyne, LLC (3/23/22)

Believes Significant Board Change is Necessary to Create Shareholder Value

OLD GREENWICH, Conn., March 23, 2022 (GLOBE NEWSWIRE) -- Star Equity Fund, LP (“Star Equity Fund” or “we”), a shareholder of Gyrodyne, LLC (Nasdaq: GYRO) (“Gyrodyne” or the “Company”), announced today its intent to nominate a slate of highly qualified director candidates for election to the Gyrodyne board of directors (the “Board”) at the Company’s 2022 annual meeting of shareholders. We believe significant change to the Board is needed to create value for all shareholders and we have identified a number of highly qualified candidates who would act in the best interests of all shareholders.

Gyrodyne shareholders have long suffered value destruction during the incumbent Board’s tenure. Following its class action settlement with shareholders in August 2015, Gyrodyne agreed to liquidate its then four-property real estate portfolio, return the proceeds to its shareholders, and dissolve the Company. Almost seven years have passed, and the Company has sold only two of those properties with the completion of the second sale occurring in August 2018, while management and the Board have been receiving compensation the entire time. With the Company’s Flowerfield and Cortlandt Manor properties yet to be sold, we have little confidence Gyrodyne will complete its liquidation any time soon. We believe the Company effectively has become a compensation vehicle for the incumbent Board at the expense of shareholders.

We are also concerned with the Board’s potential compensation tied to the dissolution process. The Company has a plan in place such that upon liquidation of its properties, 5% of the gross sale proceeds are allocated to its Board members and management as long as the proceeds exceed the properties’ appraised values. In addition, Board members and management earn a fee on any incremental gross proceeds in excess of the 2013 appraised value. We believe the liquidation bonus pool is egregious with 65% of the proceeds going to the Board, which unfairly benefits a poorly performing incumbent Board to the detriment of shareholders.

In addition, the incumbent Board has a track record of poor corporate governance. Proxy advisory firms ISS and Glass Lewis have noted numerous issues with Gyrodyne’s Board and corporate governance, notably in their reports related to the Company’s 2021 annual meeting of shareholders. These proxy advisory firms recommended a vote against the Company’s say-on-pay proposal in 2021 due to Gyrodyne having demonstrated poor responsiveness following shareholder dissent on the previous year’s say-on-pay proposal. Further, Glass Lewis recommended shareholders withhold votes from all Gyrodyne’s nominees in 2021 and cited the 34% withhold vote rate on the Company’s nominees at the 2020 annual meeting of shareholders as evidence for a “high level of shareholder disapproval.” This withhold rate jumped to a staggering 40% in 2021. Both firms also noted the incumbent Board lacks gender diversity.

We have requested Gyrodyne send us the director nominee questionnaire and the representation and agreement for shareholder nominees, which the Company is required to provide upon written request under its Limited Liability Company Agreement, as amended (“LLC Agreement”). Unfortunately, the Company has not responded to our request. Should Gyrodyne continue to refuse to provide these materials to us on a reasonable timeframe, we are fully prepared to take all actions necessary to enforce our rights to the fullest extent of the law and under the Company’s LLC Agreement. We have repeatedly attempted to reach the Company through various means including via US Postal Service, FedEx, e-mail, and telephone.

Additionally, Gyrodyne’s LLC Agreement requires a nominating shareholder to have held at least $2,000 worth, or 1%, of the Company’s common stock for at least one year or be entitled to cast votes with respect to at least 5% of the Company’s outstanding shares. We have held our shares for less than one year, so we do not meet this threshold. We strongly believe that this requirement inhibits shareholder participation and serves as an entrenchment mechanism for the incumbents. We request that Gyrodyne waive these prohibitive requirements in order to facilitate shareholder input at the Company.

Gyrodyne’s long-suffering shareholders deserve better and we aim to give them an opportunity for much-needed change on the Board.

About Star Equity Fund, LP
Star Equity Fund, LP is an investment fund managed by Star Equity Holdings, Inc. Star Equity Fund seeks to unlock shareholder value and improve corporate governance at its portfolio companies.

About Star Equity Holdings, Inc.
Star Equity Holdings, Inc. is a diversified holding company with three divisions: Healthcare, Construction, and Investments.

https://www.globenewswire.com/news-release/2022/03/23/2408546/0/en/Star-Equity-Fund-Announces-Intent-to-Nominate-Director-Candidates-at-Gyrodyne-LLC.html

Grantham, Mayo, Van Otterloo & Co. LLC beneficially owns 134,102 shares (12/31/21)

Controls 9.04 percent.

https://www.sec.gov/Archives/edgar/data/1352662/000107261322000085/gyrodyne-sch13g_18589.htm

Initial Schedule 13G.

TowerView LLC beneficially owns 101,500 shares (12/31/21)

Controls 6.8 percent.

https://www.sec.gov/Archives/edgar/data/0001589061/000114036122001419/brhc10032757_sc13ga.htm

GAMCO Investors, Inc. beneficially owns 272,388 shares (12/20/21)

Controls 18.37 percent.

https://www.sec.gov/Archives/edgar/data/0001589061/000080724921000202/gyro_09.htm

Poplar Point Capital Management LLC beneficially owns 19,791 shares (12/13/21)

Controls 1.33 percent.

https://www.sec.gov/Archives/edgar/data/0001589061/000110465921149943/tm2135549d1_sc13ga.htm

GAMCO Investors, Inc. beneficially owns 256,067 shares (12/09/21)

Controls 17.27 percent.

https://www.sec.gov/Archives/edgar/data/0001589061/000080724921000197/gyro_08.htm

GAMCO Investors, Inc. beneficially owns 238,398 shares (11/26/21)

Controls 16.08 percent.

https://www.sec.gov/Archives/edgar/data/0001589061/000080724921000191/gyro_07.htm

Poplar Point Capital Management LLC beneficially owns 97,874 shares (10/19/21)

Controls 6.6 percent.

https://www.sec.gov/Archives/edgar/data/0001589061/000110465921128187/tm2130723d1_sc13ga.htm

GAMCO Investors, Inc. beneficially owns 223,526 shares (9/03/21)

Controls 15.08 percent.

https://www.sec.gov/Archives/edgar/data/807249/000080724921000150/gyro_06.htm

GAMCO Investors, Inc. beneficially owns 203,256 shares (8/27/21)

Controls 13.71 percent.

https://www.sec.gov/Archives/edgar/data/807249/000080724921000145/gyro_05.htm

Plans for sewage treatment unclear in latest Gyrodyne subdivision proposal (3/22/21)

By Nicholas Spangler

The final environmental impact statement for subdivision of the 75-acre Gyrodyne property, one of the largest undeveloped parcels in Smithtown, eliminates a proposed restaurant and conference center and makes other smaller changes to the development mix proposed for the site.

But the four-volume document posted on the town website this month offers little new information about a proposed sewage treatment plant town officials have said could be built large enough to handle wastewater from the Lake Avenue St. James business district about a mile away. While former defense contractor Gyrodyne has "represented willingness to discuss a potential connection" if a sewer district is formed for that area, the company "has designed the STP without the intention of accepting outside flows," according to the report, prepared by a Gyrodyne consultant and reviewed by town environmental officials. STP is an acronym for a sewage treatment plant.

A spokeswoman for Suffolk County, which would manage any public treatment plant, wrote in an email that "the County has never been asked to consider the expansion of public sewers in the area using a larger plant at the Gyrodyne site."

Gyrodyne president Gary Fitlin did not respond to a request for comment.

Gyrodyne proposed a plant with a capacity of 100,000 gallons of wastewater per day, more than enough for the 87,591 gallons they expect their site to generate, but a bigger plant would be needed to also process 71,000 gallons per day expected from Lake Avenue.

The subdivision would include two lots with 175,000 square feet of office space, a third with a 125-room hotel and a fourth with a 250-unit assisted living facility. The existing catering hall and most of the light-industrial space would remain on two more lots. Lot 7 would be 15 acres of greenspace; lot 8, a little over 7 acres, would be devoted to the plant.

Public comment on the report runs through March 31. After review by town environmental officials, the Smithtown Planning Board could schedule a public hearing this spring on subdivision approval for eight lots. The Town Board would review individual site plans for proposed new uses.

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Some Gyrodyne neighbors have said the proposed subdivision would lead to congested roads and pollution of nearby Stony Brook Harbor, arguments company representatives have said are not true, but the plan has support from others who see it as a fast track to business district sewers. Heightening the stakes is the town’s installation of a sewer line under Lake Avenue, completed recently with $3.9 million in grant funding, in anticipation of eventual hookup to a plant.

Earlier this month, the St. James-Head of the Harbor Neighborhood Preservation Coalition, represented by Head of the Harbor Village trustee Judy Ogden, faulted town officials for what she said were misleading statements about the ease of hookup at Gyrodyne and the difficulty of hooking up elsewhere.

"We need straight talk and a real plan to get businesses in Saint James connected to sewers," Ogden said in a release.

Town spokeswoman Nicole Garguilo said in an interview that "the town is going to take whichever path forward is the most efficient and has the best options for the community and the environment."

https://www.newsday.com/long-island/suffolk/gyrodyne-environmental-review-sewage-plant-greenspace-1.50190757

Gyrodyne, LLC received a notice dated 3/16/21 from BSL St. James LLC that it is terminating that certain Purchase and Sale Agreement dated as of 8/27/19 between BSL and GSD Flowerfield LLC, a New York limited liability company and wholly-owned subsidiary of the Company for the sale of an approximately nine acre parcel of vacant land within the Company’s 68-acre Flowerfield property in Smithtown, New York, for a purchase price of $16,800,000 (3/22/21)

https://www.sec.gov/Archives/edgar/data/1589061/000143774921006741/gyrllc20210322_8k.htm

Gyrodyne, LLC received a notice dated 2/01/21 from Sound Cortlandt, LLC, a Delaware limited liability company, that it is terminating that certain Purchase and Sale Agreement dated as of 12/07/19 for the sale of approximately 4.5 acres of the Company’s real property located in Cortlandt Manor, New York and the improvements thereon to SC LLC for a purchase price of $5,720,000 (2/05/21)

https://www.sec.gov/Archives/edgar/data/1589061/000143774921002126/gyrllc20210205_8k.htm

Cortlandt Officials Briefed on Revised Plans for MOD Projects (9/13/20)

By Rick Pezzullo

The Cortlandt Town Board last week was given updated presentations from the development teams of two mixed-use projects near New York-Presbyterian/Hudson Valley Hospital on Route 202 in Cortlandt.

Representatives of Evergreen Manor and Gyrodyne explained their revised conceptual plans via Zoom for separate sites in a so called Medical Oriented District (MOD), a zoning district created to encourage economic revitalization in the area surrounding the hospital and implement the goals and recommendations outlined in the town’s 2016 Sustainable Comprehensive Plan.

Residents and Town Board members have raised concerns about the additional traffic the developments will bring to an already overburdened roadway and the magnitude of the projects. As a result, the masterminds and builders behind the projects went back to the drawing board and made some changes.

“We’re excited about this project. We heard the concerns of the community very loud and very clear,” said Phil DiGennaro of Sound Development Corp., one of the principles with the Gyrodyne development. “We think it fits. From our standpoint we just think it makes a lot of sense.”

The major change made to the 13.8-acre Gyrodyne parcel is the elimination of a 200-unit, multifamily residential building. In addition, a two-phase approach is now planned over a five-year period.

Phase one includes a three-story, 100,00 square-foot medical office building and a 303-car structured parking facility. The existing 30,000 square feet medical office that is on the property now will remain operational during the construction of phase one.

In phase two, the existing medical office will be replaced with an 84,600, three-story medical office with an integrated 290-car structured parking garage in the area where the 200-unit, five-story residential apartment was originally proposed.

“We see phase one and two as an integrated medical office campus,” said Kevin McAndrew of Cameron Engineering.

Meanwhile, changes have also been made to the Evergreen Manor project proposed by Val and Armando Santucci of VS Construction.

Gone from the project is a five-story, 100-room hotel, 7,000-square-foot restaurant and a 30,000-square-foot mixed-use retail/office building. Added are 100 senior age-restricted condominiums in two buildings. Also planned on the 28 acres is a 120- unit assisted living facility and 166 residential rental units (152 studio and one-bedroom units and 12 two-bedroom).

“I still believe it’s a big project,” Cortlandt Supervisor Linda Puglisi said.

However, councilmen Richard Becker and James Creighton said the developments, which include $3 million for studies and traffic improvements, have the potential of significantly enhancing traffic flow along Route 202.

“We need the improvements on these roads,” Creighton said.

If approved, both projects are projected to generate more than $4.5 million annually in tax revenue, along with 780 construction jobs and 195 permanent on-site jobs. Currently five new traffic signals in the area are planned and turning lanes, along with sidewalks and other enhancements.

Town Attorney Thomas Wood said final Environmental Impact Studies (EIS) on both projects are expected to be submitted to town officials by the end of the year or early 2021. A public hearing is likely to be held in March.

https://www.theexaminernews.com/cortlandt-officials-briefed-on-revised-plans-for-mod-projects/

Gyrodyne sewage plant proposal wins initial approval (6/23/20)

By Nicholas Spangler

Gyrodyne’s proposal for a sewage treatment plant to support development of its St. James property advanced this week with a certification from the Suffolk County Sewer Agency.

The nonbinding measure, called a conceptual certification, is intended for projects like Gyrodyne’s where applicants seek broad guidance on the type of wastewater disposal methods the agency would like to see before they seek its final approval for a specific design. In this case, the sewer agency cannot grant that approval until Smithtown officials finish an environmental review of the company’s broader proposal to subdivide its 75-acre property for uses, such as a hotel, assisted living facility and offices.

The agency’s board, composed of four Suffolk County officials and three county legislators, voted 7-0 Monday to approve the measure. A staff memo recommended approval. The plant would handle up to 100,000 gallons of wastewater per day, replacing on-site septic systems currently in use. There is no municipal sewer district in the area.

Opponents including residents and some local elected officials — though not, notably, Smithtown Town Board members — have said Gyrodyne’s plans could wreak traffic, water and environmental woes on the area. Assemb. Steve Englebright (D-Setauket) warned in a letter to the agency’s commissioner last week that the plant would create “significant impacts” for the environmentally sensitive Stony Brook Harbor, which is nearby. Brookhaven civic leaders including George Hoffman and Cindy Smith also pleaded for no votes at Monday’s Zoom hearing, suggesting that the certification would be little more than a marketing tool for Gyrodyne as the company attempts to sell its lots and warning that the county may be left in charge of the plant after the company liquidates and goes out of business, a plan company leadership announced in 2017.

“They will leave everybody stuck with the problems and expenses” of biohazards and nitrogen pollution, said Carl Safina, a Stony Brook University ecologist.

A Gyrodyne engineer said Monday the proposed plant would use a technology called a sequencing batch reactor, which would actually reduce the amount of nitrogen leaving the site and going into the watershed, though a Suffolk Health department representative said she had not seen the engineering report that would confirm that claim.

Smithtown Supervisor Edward Wehrheim and his fellow town board members, wary of the possibility of industrial development at the site and excited over the economic development prospects, have been generally supportive of the project and Wehrheim underscored their position in a letter he sent to the agency Monday.

Town officials have also asked the company to consider building a treatment plant with capacity to serve downtown St. James, where work is underway to lay a dry sewer line in anticipation of future hookup. Gyrodyne representatives said Monday that their application does not include plans for a plant of that size, though there is room for expansion to treat the additional 71,000 gallons per day the St. James hookup would bring.

https://www.newsday.com/long-island/suffolk/gyrodyne-sewage-treatment-plant-approval-1.46036362

Hearing Slated on Zoom for Medical Oriented District in Cortlandt (6/09/20)

A public hearing on two mixed-used projects in the vicinity of New York Presbyterian/Hudson Valley Hospital on Route 202 in Cortlandt is scheduled to be held Tuesday, June 16 at 7 p.m. on Zoom.

During a hearing in January, more than 150 people jammed into Cortlandt Town Hall to voice their displeasure with the Evergreen Manor and Gyrodyne developments that would separately occupy almost 42 acres across from the hospital.

One of the most outspoken opponents was Cortlandt Supervisor Linda Puglisi who maintained the project was too big for the area to sustain.

The Evergreen Manor project involves the redevelopment of three vacant contiguous parcels totaling 28 acres with a 120-unit assisted living facility, a five-story, 100-room hotel with 13,000 square feet of retail space, 30,000-square-foot mixed-used retail/office building, 166 residential units (152 studios and one-bedroom units and 12 two-bedroom) and a 7,000-square-foot restaurant.

The Gyrodyne site includes the redevelopment of eight contiguous parcels totaling 13.8 acres with 100,000 square feet of medical offices, 4,000 square feet of complementary retail, 200 market rate apartments, 180 structured parking spaces and 383 at-grade parking spaces.

If approved, both projects are projected to generate more than $4.5 million annually in tax revenue, along with 780 construction jobs and 195 permanent on-site jobs.

The go-ahead for the projects was the zoning creation by town officials of the Medical Oriented District (MOD), the intent of which is to encourage economic revitalization in the area surrounding the hospital and implement the goals and recommendations outlined in the town’s 2016 Sustainable Comprehensive Plan.

However, the Town Board, which is the lead agency, must approve rezoning the properties to MOD for the projects to proceed. The developers have insisted their plans are consistent with the town’s vision as outlined in the most recent Master Plan.

Since the last hearing, the developers, VS Construction and Cameron Engineering, have submitted updated reports and revised plans that will be discussed on June 16.

To make sure the Zoom application is installed and working properly, residents are being advised to log in to Zoom at least 15 minutes prior to the start of the meeting, using the link https://zoom.us/download.

Anyone wishing to make oral comments during the Zoom meeting must register in advance of the meeting with the Town Clerk by 4 p.m. on June 16 by emailing townclerk@townofcortlandt.com.

Residents may also send questions or comments in writing or via email. Officials stress written and emailed comments have the same exact force and effect as asking a question during the public hearing itself. Written and emailed comments must be received no later than June 30, should the public hearing be closed. The applicants must respond to all questions posed as part of the DGEIS review process, regardless of the medium used to ask the questions.

Written comments should be addressed to: Town of Cortlandt, Laroue Shatzkin, Town Clerk, 1 Heady Street, Cortlandt Manor, NY 10567. Comments can also be submitted by email to MOD@TOWNOFCORTLANDT.COM.

https://www.theexaminernews.com/hearing-slated-on-zoom-for-medical-oriented-district-in-cortlandt/