UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Securities Exchange Act of 1934
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At a special meeting (the “Special Meeting”) of stockholders held on May 17, 2023, the stockholders of INDUS Realty Trust, Inc. (the “Company”) voted on the proposals set forth below. The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2023, as supplemented on May 8, 2023. The voting results regarding each proposal, as determined by Leonard Gleason, the Company’s Inspector of Election, are set forth below. As of the close of business on April 13, 2023, the record date of the Special Meeting, there were 10,196,587 shares of common stock of the Company, par value $0.01 per share (“Company Common Stock”), outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 8,817,234 shares of Company Common Stock, representing approximately 86.47% of the outstanding shares of Company Common Stock entitled to vote, were present in person or represented by proxy, constituting a quorum to conduct business.
Proposal No. 1: Approval of the merger (the “Merger”) of IR Merger Sub II, Inc., a Maryland corporation (“Merger Sub”) and wholly owned subsidiary of IR Parent, LLC, a Delaware limited liability company (“Parent”), with and into the Company, pursuant to the Agreement and Plan of Merger, dated as of February 22, 2023, as may be amended from time to time, by and among the Company, Parent and Merger Sub (the “Merger Proposal”).
The Merger Proposal was approved by the requisite vote of the Company’s stockholders.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 8,809,681 | 1,756 | 5,797 | — |
Proposal No. 2: Approval of, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger (the “Advisory Compensation Proposal”).
The Advisory Compensation Proposal was approved by the requisite vote of the Company’s stockholders.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 8,272,963 | 380,137 | 164,134 | — |
Proposal No. 3: Approval of any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal.
Adjournment of the Special Meeting was deemed not necessary because there was a quorum present and there were sufficient proxies at the time of the Special Meeting to approve the Merger Proposal.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 8,464,266 | 198,782 | 154,186 | — |
SIGNATURES
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.
| INDUS REALTY TRUST, INC. | ||
| Dated: May 17, 2023 | ||
| By: | /s/ Jon W. Clark | |
| Jon W. Clark | ||
| Executive Vice President and Chief Financial Officer | ||