The activist's filing

DFAN14A, filed 2026-09-29

What This Filing Is

This is a soliciting material filing (under Rule 14a-12) submitted by Erez Asset Management LLC and Erez REIT Opportunities LP, activist shareholders of UMH Properties, Inc., announcing the launch of a campaign website and investor presentation as a precursor to seeking board changes at UMH's 2027 annual meeting of shareholders.

Background

UMH Properties, Inc. (NYSE: UMH) is a Freehold, New Jersey-based REIT that owns and operates manufactured home communities. The company was founded in 1968 by Eugene Landy, whose son Samuel now serves as CEO, with other Landy family members also employed at the company. Erez Asset Management began building a position in UMH and, as of the filing date, owns approximately 4,270,000 shares (roughly 4–5% of outstanding shares), making it one of the largest active shareholders. Erez previously ran a "vote-no" campaign at UMH's May 2026 annual meeting, urging shareholders to withhold votes from Presiding Independent Director Matthew Hirsch. That campaign was not successful despite support from proxy advisory firm ISS. Erez subsequently sent a letter to the board in July 2026 requesting a strategic alternatives review, which received attention in Bloomberg and Reuters coverage.

What the Filer Is Demanding

• Board change at UMH, with a definitive proxy statement to be filed ahead of the 2027 annual meeting of shareholders
• A comprehensive review of strategic alternatives, including a potential sale of the company
• A direct meeting with the UMH board to present Erez's analysis of operating performance, capital allocation, valuation, and strategic options
• Replacement of what Erez characterizes as entrenched and conflicted board members with independent directors responsive to shareholders

Key Arguments Made

• Share price stagnation: UMH's share price was approximately $15.65 in September 2006 and approximately $15.57 in September 2026, representing essentially zero price appreciation over 20 years (excluding dividends)
• Peer underperformance: Over the same period, Equity LifeStyle Properties (ELS) appreciated approximately 5.4x and Sun Communities (SUI) approximately 3.6x on a price-return basis, while UMH remained flat
• Asset value gap: Erez's analysis estimates that UMH's original 2006 community portfolio (6,664 sites across 5 states), revalued at current rents, occupancy, and a 5.0% cap rate (vs. 8.0% in 2006), would imply a share price of approximately $50.44, compared to the actual price of ~$15.57 — a roughly 3.2x increase not captured in the stock price
• NAV discount: Erez's property-by-property underwriting estimates UMH's net asset value at $21.25–$24.25 per share, above every closing price for UMH stock over the past decade except briefly during the COVID-era rally
• Governance concerns: Erez argues the board is dominated by insiders, with average director tenure of approximately 18 years (among the highest of any REIT), a plurality voting standard, and a staggered board structure that limits shareholder accountability
• Director withhold history: ISS recommended withholding votes from Director Matthew Hirsch at the 2026 annual meeting and had done so each of the prior three times he stood for election; nearly 40% of votes cast withheld support from Hirsch when he last stood for election (2023), placing him in the bottom 1% of all directors elected at Russell 3000 companies that year
• Strategic buyer interest: Erez states that multiple well-capitalized strategic and financial buyers have sought to engage UMH regarding a potential acquisition but have been "ignored or rebuffed" by the board
• Industry context: Erez notes that private equity interest in manufactured housing is increasing, citing Brookfield Asset Management's stake in Yes! Communities as an example
• Prior activist track record: Erez notes it previously engaged with Veris Residential and Whitestone REIT, both of which were subsequently acquired

Meeting Date

Not found in filing (the filing references the 2027 annual meeting of shareholders, but no specific date has been set).

Activist Identity

Erez Asset Management LLC

Affiliated entities and individuals: Erez REIT Opportunities LP (directly holds 3,451,421 shares); Bruce Schanzer, Chairman and Chief Investment Officer and sole member of Erez Asset Management LLC (deemed beneficial owner of all 4,270,000 shares). Total beneficial ownership reported in the filing: 4,270,000 shares of UMH common stock, representing approximately 4–5% of outstanding shares.

Status

This is a preliminary soliciting materials filing, not a definitive proxy statement. Erez has announced its intention to file a definitive proxy statement in connection with UMH's 2027 annual meeting but has not yet done so. The campaign is at an early stage, and no director nominations have been formally submitted to the company as of this filing.

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The company's response

The company has not filed soliciting materials in response to this campaign. Only the activist's case is summarized above.