Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On July 8, 2021, the Board of Directors (the “Board”)
of AMREP Corporation (the “Company”) appointed Christopher V. Vitale as a
member of the Board effective as of July 9, 2021.
There was no arrangement or understanding between Mr. Vitale and any other persons pursuant to which Mr. Vitale was selected as a director.
Mr. Vitale has not been, and is not expected to be, named to any committees of the Board.
Mr. Vitale, age 45, has been President and Chief
Executive Officer of the Company since September 2017. From 2014 to September 2017, Mr. Vitale was Executive Vice President, Chief Administrative
Officer and General Counsel of the Company and, from 2013 to 2014, he was Vice President and General Counsel of the Company. From 2012
to 2013, Mr. Vitale was Vice President, Legal at Franklin Square Holdings, L.P. and, from 2011 to 2012, he was Assistant Vice President,
Legal at Franklin Square Holdings, L.P., a national sponsor and distributor of investment products, where he was responsible for securities
matters, corporate governance and general corporate matters. During 2011, Mr. Vitale was the Chief Administrative Officer at WorldGate
Communications, Inc. (“WorldGate”), and from 2009 to 2011 he was Senior Vice President, General Counsel and Secretary
at WorldGate, a provider of digital voice and video phone services and video phones. In 2012, WorldGate filed a voluntary petition for
relief under Chapter 7 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. Prior
to joining WorldGate, Mr. Vitale was an attorney with the law firms of Morgan, Lewis & Bockius LLP and Sullivan & Cromwell LLP.
On July 7, 2021, the Company awarded Mr. Vitale
a cash bonus of $100,000 and 6,000 restricted shares of common stock of the Company under the AMREP Corporation 2016 Equity Compensation
Plan that vest one-third on July 7, 2022, one-third on July 7, 2023 and one-third on July 7, 2024, subject to the continued employment
of Mr. Vitale on each vesting date. On July 7, 2021, the Company awarded Adrienne M. Uleau, Vice President, Finance and Accounting of
the Company, a cash bonus of $40,000 and 2,500 restricted shares of common stock of the Company under the AMREP Corporation 2016 Equity
Compensation Plan that vest as follows: 833 shares on July 7, 2022, 833 shares on July 7, 2023 and 834 shares on July 7, 2024, subject
to the continued employment of Ms. Uleau on each vesting date. On July 7, 2021, the Company approved a change in salary to $335,000 for
Mr. Vitale and to $155,000 for Ms. Uleau effective as of July 19, 2021.