Shareholder Coup at Scully Royalty After Locked-Door AGM Standoff

STUART, FL – December 29, 2025 – In a stunning turn of events that underscores a dramatic power shift, activist investor MILFAM LLC has successfully seized control of the Board of Directors at Scully Royalty Ltd. (NYSE:SRL). The victory came after a contentious Annual General Meeting on December 27, where MILFAM’s representatives arrived to find the meeting room doors locked and no company officials present, forcing them to hold the vote in a hallway.

All five of MILFAM’s nominees—Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers—were elected by what the investor group declared was a majority of votes cast. The incumbent directors nominated by the company failed to secure re-election, marking a complete and decisive ousting of the previous leadership.

This corporate showdown marks the culmination of a tense proxy battle, with MILFAM, a significant shareholder, signaling its deep dissatisfaction with the company's direction. The newly elected board is now reportedly formulating a transition plan to assert control and implement a new strategy focused on shareholder value.

A Meeting in the Hallway

The events of December 27 unfolded like a scene from a corporate thriller. MILFAM had previously announced its firm intention to attend the scheduled Annual General Meeting, even after what it termed the company's “purported and invalid attempt to postpone” the gathering. This statement on December 26 set the stage for a confrontation.

Upon arriving at the designated venue at the appointed time, representatives for MILFAM were met not with company executives but with locked doors. According to the investor's press release, no representatives from Scully Royalty were present to conduct the meeting. Undeterred, the MILFAM contingent proceeded to hold the meeting just outside the allocated room, posting clear signage to notify any other attending shareholders.

This bold move highlights the procedural and legal maneuvering common in bitter proxy contests. By proceeding with the meeting, MILFAM asserted its belief that the company’s attempt to delay the vote was illegitimate and that the originally scheduled meeting remained legally binding. The investor group stated that a quorum, defined as at least 20% of the company's common shares, was present in person or by proxy, giving the subsequent vote its validity.

A Mandate for Change

The vote resulted in a clean sweep for the activist slate. The election of Freund, Holliday, Howe, Patel, and Wichers effectively hands the reins of the iron ore royalty company to a board backed by one of its largest and most vocal shareholders. The ouster of the company's own nominees signifies a profound rejection of the prior board's stewardship by a significant portion of the ownership base.

In its announcement, MILFAM stated it “looks forward to the newly elected directors leading the next chapter of the Company focused on fair representation of the interests of all shareholders and a renewed focus towards operational and capital efficiency.”

This language is typical of activist campaigns, which often criticize incumbent management for inefficient spending, poor capital allocation, and a lack of alignment with shareholder interests. For a company like Scully Royalty, which derives its income from royalties on iron ore production, “operational and capital efficiency” are paramount metrics. Analysts will be watching closely to see how the new board approaches the company's cost structure, royalty agreements, and capital return policies, which could include dividends or share buybacks.

What Comes Next for Scully Royalty

The immediate task for the newly elected directors will be executing their “transition plan.” This will likely involve navigating complex legal and logistical challenges to formally take control of the company's governance, including its records, finances, and communications. The ousted board could potentially launch legal challenges to contest the validity of the hallway meeting, setting the stage for a protracted court battle.

MILFAM LLC, which is the single-family office managing assets for the descendants of Lloyd I. Miller Jr., represents a type of long-term, highly engaged investor that is increasingly influential in corporate governance. Unlike institutional funds that may hold thousands of stocks, family offices often take large, concentrated positions and have the resources and conviction to wage prolonged activist campaigns to unlock value.

The market is now waiting to see how the new leadership will reshape Scully Royalty's future. The board's first moves will be critical in signaling its strategic priorities, whether that involves a strategic review of assets, a shake-up of executive management, or a more aggressive approach to returning capital to shareholders. The dramatic circumstances of their election have ensured that all eyes will be on this new board as they begin their tenure.