Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In a letter dated December 7, 2022, Karen Dunleavy, our Senior Vice President-Financial, who serves as our principal accounting officer, stated that she anticipates retiring from her position with us effective as of June 14, 2023.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 7, 2022, our Board of Directors (the “Board”) approved and adopted certain amendments (the “Amendments”) to our Bylaws (the “Bylaws” and, as amended and restated, the “Amended Bylaws”), which became effective immediately.

The Amendments update various provisions of the Bylaws to require parties proposing a nominee for election of a director to comply with the universal proxy rules adopted by the U.S. Securities and Exchange Commission. In addition, the Amendments update the Bylaws’ proxy and advance notice provisions; specifically, to require, among other things, (i) certain representations with respect to the solicitation intentions of a proposing stockholder; and (ii) additional representations regarding the willingness of a Proposed Nominee (as defined in the Amended Bylaws) to serve on the Board, if elected, and that no additional consents from any third party are required for a Proposed Nominee to serve on our Board, if elected. The Amendments also clarify that a stockholder may not nominate more individuals than there are directors to be elected or substitute or replace a proposed nominee without compliance with the requirements for nomination in the Amended Bylaws, including compliance with any applicable deadlines.

The Amendments also include various other conforming and technical changes, including updates to provisions relating to virtual meetings to align with changes to the Maryland General Corporation Law.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Title of Exhibit
3.2		Amended and Restated ByLaws of the Company (effective as of December 7, 2022).
101		Cover Page Interactive Data File - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL. document.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Maryland		001-09279		13-3147497
(State or other jurisdiction of incorporation)		(Commission file No.)		(IRS Employer I.D. No.)

Title of each class	Trading Symbols(s)	Name of each exchange on which registered

Common Stock	OLP	New York Stock Exchange

	ONE LIBERTY PROPERTIES, INC.

Date: December 7, 2022	By:	/s/ David W. Kalish
		David W. Kalish
		Senior Vice President and
		Chief Financial Officer