UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 12, 2011 (May 5, 2011)
Gladstone Commercial Corporation
(Exact Name of Registrant as Specified in Its Charter)
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| Maryland
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001-33097
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02-0681276 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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| 1521 Westbranch Drive |
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| Suite 200, McLean, Virginia
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22102 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(703) 287-5800
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTE
This Amendment No. 1 to our Current Report on Form 8-K which was filed with the Securities and
Exchange Commission (the “SEC”) on May 9, 2011 (the “Original Filing”) is being filed to amend and
restate the report in its entirety to read as follows:
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| Item 5.07. |
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Submission of Matters to a Vote of Security Holders |
On May 5, 2011, Gladstone Commercial Corporation (the “Company”) held its 2011 Annual Meeting of
Stockholders (the “Annual Meeting”). The Company’s stockholders voted and approved each of the
proposals presented at the Annual Meeting, which are described in detail in the Company’s
Definitive Proxy Statement on Schedule 14A which was filed with the Securities and Exchange
Commission on March 25, 2011.
Proposal 1: The election of three directors to hold office until the 2014 Annual Meeting of
Stockholders.
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For |
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Abstain |
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Broker Non-Votes |
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Michela A. English |
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4,160,951 |
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88,990 |
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4,097,895 |
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Anthony W. Parker |
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4,165,330 |
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84,611 |
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4,097,895 |
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George Stelljes III |
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4,141,975 |
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107,966 |
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4,097,895 |
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The following directors will continue to hold office until the 2012 Annual Meeting of Stockholders:
Terry Lee Brubaker
David A.R. Dullum
Gerard Mead
Jack Reilly
The following directors will continue to hold office until the 2013 Annual Meeting of Stockholders:
David Gladstone
Paul W. Adelgren
John H. Outland
Proposal 2: To ratify the selection by the Audit Committee of the Company’s board of directors of
PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for its
fiscal year ending December 31, 2011.
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| For |
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Against |
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Abstain |
8,255,580
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59,187
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33,069 |