UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
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 2, 2019
Gladstone Commercial Corporation
(Exact Name of Registrant as Specified in Charter)
| Maryland | 001-33097 | 02-0681276 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
1521 Westbranch Drive, Suite 100, McLean, Virginia 22102
(Address of Principal Executive Offices) (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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 (§240.12b-2 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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange | ||
| Common Stock, $0.001 par value per share | GOOD | Nasdaq Global Select Market | ||
| 7.75% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share | GOODP | Nasdaq Global Select Market | ||
| 7.50% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share | GOODO | Nasdaq Global Select Market | ||
| 7.00% Series D Cumulative Redeemable Preferred Stock, par value $0.001 per share | GOODM | Nasdaq Global Select Market |
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On May 2, 2019, Gladstone Commercial Corporation (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted on 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 18, 2019.
Proposal 1: The election of three directors to hold office until the 2022 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify.
| For | Withheld | Broker Non-Votes | ||||||||||
| David Gladstone |
16,153,543 | 434,611 | 10,827,627 | |||||||||
| Paul W. Adelgren |
15,873,994 | 714,160 | 10,827,627 | |||||||||
| John H. Outland |
11,113,769 | 5,474,385 | 10,827,627 | |||||||||
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, 2019.
| For |
Against |
Abstain | ||
| 26,936,972 |
382,652 | 96,157 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Gladstone Commercial Corporation (Registrant) | ||||||
| May 3, 2019 |
By: |
/s/ Michael Sodo | ||||
| (Michael Sodo, Chief Financial Officer) | ||||||