UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 11, 2023, Gladstone Commercial Corporation (the “Company”) amended and restated its existing advisory agreement, as amended from time to time (the “Agreement”), with Gladstone Management Corporation, a registered investment adviser (the “Adviser”), by entering into the Eighth Amended and Restated Investment Advisory Agreement between the Company and the Adviser (the “Amended Agreement”). The Company’s entrance into the Amended Agreement was approved unanimously by its board of directors, including, specifically, its independent directors. The Amended Agreement eliminates the payment of the incentive fee, as applicable, for the quarters ending September 30, 2023 and December 31, 2023. In addition, the Amended Agreement revises the current calculation of incentive fees for a particular quarter that exceeds by greater than 15% the average quarterly Incentive Fee paid during the trailing four quarters and, instead, bases the calculation on the average quarterly Incentive Fee paid during the last four quarters that an Incentive Fee was paid. The calculation of the other fees in the Amended Agreement remain unchanged. All other terms of the Agreement remained the same. All capitalized terms not defined in this Current Report on Form 8-K are defined in the Amended Agreement.
The description above is only a summary of the material provisions of the Amended Agreement and is qualified in its entirety by reference to a copy of the Amended Agreement, which will be filed with the Company’s next periodic report.
| Item 8.01. | Other Events. |
On July 11, 2023, the Company issued a press release, filed herewith as Exhibit 99.1, announcing that its board of directors declared monthly cash distributions for its common stock, senior common stock, 6.625% Series E Cumulative Redeemable Preferred Stock, 6.0% Series F Cumulative Redeemable Preferred Stock and 6.00% Series G Cumulative Redeemable Preferred Stock for each of July, August and September 2023. A copy of the press release announcing the monthly cash distributions is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release issued by Gladstone Commercial Corporation on July 11, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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) | ||||||
| July 11, 2023 | By: | /s/ Gary Gerson | ||||
| (Gary Gerson, Chief Financial Officer) | ||||||