DEFA14A 1 d598672ddefa14a.htm DEFA14A DEFA14A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

 

Filed by the Registrant  ☒                         Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

 ☐    Preliminary Proxy Statement
 ☐    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 ☐    Definitive Proxy Statement
 ☒    Definitive Additional Materials
 ☐    Soliciting Material Pursuant to § 240.14a-12

PRESIDIO PROPERTY TRUST, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

 

 ☒    No fee required.
 ☐    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
   (1)  

 Title of each class of securities to which transaction applies:

   (2)  

 Aggregate number of securities to which transaction applies:

   (3)  

 Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the

 filing fee is calculated and state how it was determined):

   (4)  

 Proposed maximum aggregate value of transaction:

   (5)  

 Total fee paid:

 ☐    Fee paid previously with preliminary materials:
 ☐    Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
   (1)  

 Amount previously paid:

   (2)  

 Form, Schedule or Registration Statement No.:

   (3)  

 Filing Party:

   (4)  

 Date Filed:


May 30, 2018

Dear Stockholder,

Please be advised that a quorum was not present at the Annual Stockholders Meeting of Presidio Property Trust, Inc. originally convened on May 30, 2018. Although over 93% of the votes that have been received to date have been cast in favor of all submitted proposals, without a quorum, we were unable to hold the Annual Meeting as originally scheduled.

At the originally scheduled May 30, 2018 meeting, the proxy holders voted on and approved a proposal to adjourn the meeting to July 10, 2018 at 8:30 a.m., in order to provide stockholders who had not voted with additional time to vote. Unfortunately, rescheduling the Annual Stockholders Meeting will require that we spend additional funds to notify our stockholders and allow additional time to vote via Internet and telephone. Therefore, it is imperative that we receive your vote.

According to our records, your vote has not been received. Regardless of how many shares you own, your vote is extremely important and your shares cannot be voted unless you give your specific instructions. We ask that you please take a moment to authorize a proxy to vote today by following the telephone instructions at 1-866-249-5360 or the Internet instructions at www.proxypush.com/presidiopt which are also referenced within the enclosed proxy card. You may also choose to cast your vote by signing and returning the proxy card in the enclosed business reply envelope.

A copy of the Notice of Stockholders Meeting is enclosed with this letter in accordance with Maryland law. If you have any questions, please feel free to contact us at 1-866-781-7721.

Sincerely,

 

LOGO

Jack K. Heilbron,

President & CEO

Presidio Property Trust, Inc.


May 30, 2018

Dear Stockholder,

Thank you for voting or authorizing a proxy to vote your shares at the Annual Stockholders Meeting of Presidio Property Trust, Inc. originally convened on May 30, 2018. Although over 93% of the votes that have been received to date have been cast in favor of all submitted proposals, unfortunately, a quorum was not present at the time of the Annual Meeting on May 30, 2018.

Thus at the originally scheduled May 30, 2018 meeting, the proxy holders voted on and approved a proposal to adjourn the meeting to July 10, 2018 at 8:30 a.m., in order to provide stockholders who had not voted with additional time to vote.

Since our records reflect that you have already voted, there is nothing else for you to do in advance of the July 10, 2018 Annual Stockholders Meeting. However, a previously submitted proxy may be revoked at any time before it is voted at the Annual Meeting by (i) delivering a proxy revocation or other duly executed proxy bearing a later date to the Corporate Secretary of Presidio Property Trust, Inc., (ii) by attending the Annual Meeting and voting in person or, (iii) by authorizing a proxy to vote via the Internet at www.proxypush.com/presidiopt or by telephone at 1-866-249-5360 as instructed on the enclosed proxy card. You may also choose to cast your vote by completing and mailing the proxy card in the business reply envelope that has been provided. In the event that more than one vote is received from you, only the one bearing the latest date will be counted.

We want to thank you again for voting and for your continued investment in Presidio Property Trust, Inc. A copy of the Notice of Stockholders Meeting is enclosed with this letter in accordance with Maryland law. If you have any questions, please feel free to contact us at 1-866-781-7721.

Sincerely,

 

LOGO

Jack K. Heilbron

President & CEO

Presidio Property Trust, Inc.


LOGO

Presidio Property Trust, Inc. Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on July 10, 2018, for Presidio Property Trust, Inc. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. To view the proxy statement and annual report, go to www.proxydocs.com/PRESIDIOPT. To submit your proxy while visiting this site, you will need the 12 digit control number in the box below. Under new United States Securities and Exchange to Commission be delivered rules, in proxy paper. materials Proxy materials do not have can be Internet. distributed We have by chosen making to them use these available procedures on the for participation. our 2018 Annual Meeting and need YOUR If the you proxy want materials, to receive you a must paper request or e-mail one. copy There of to is no receive charge a paper to you package for requesting in time a for copy. this In year’s order annual before June meeting, 29, 2018. please make this request on or For a Convenient Way to VIEW Proxy Materials and VOTE Online go to: www.proxydocs.com/PRESIDIOPT Proxy Materials Available to View or Receive: 1. Proxy Statement 2. Annual Report Printed materials may be requested by one of the following methods: INTERNET investorelections.com/PRESIDIOPT TELEPHONE (866) 648-8133 *E-MAIL paper@investorelections.com You must use the 12 digit control number located in the shaded gray box below. ACCOUNT NO. SHARES Presidio Property Trust, Inc. Notice of Annual Meeting Date: July 10, 2018 Time: 8:30 a.m. PDT Place: 1282 Pacific Oaks Place, Escondido, CA 92029 The purpose of the Annual Meeting is to take action on the following proposals: The Board of Directors recommends that you vote “FOR” the following. 1. Election of Directors Nominees 01 William H. Allen 03 Shirley Y. Bullard 05 Kenneth W. Elsberry 07 Sumner J. Rollings 02 David T. Bruen 04 Larry G. Dubose 06 Jack K. Heilbron 08 Thomas E. Schwartz The Board of Directors recommends that you vote “FOR” the following. 2. Ratification of Squar Milner LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018.


LOGO

 

  ANNUAL MEETING OF PRESIDIO PROPERTY TRUST, INC.
  Date:   July 10, 2018
  Time:   8:30 A.M. PDT
  Place:   1282 Pacific Oaks Place, Escondido, CA 92029

 

Please make your marks like this: Use dark black pencil or pen only

 

Board of Directors Recommends a Vote FOR proposals 1 and 2.

 

1:   Election of Directors   For     Withhold  

Directors

Recommend

ê

  01 William H. Allen         For
  02 David T. Bruen         For
  03 Shirley Y. Bullard         For
  04 Larry G. Dubose         For
  05 Kenneth W. Elsberry         For
  06 Jack K. Heilbron         For
  07 Sumner J. Rollings         For
  08 Thomas E. Schwartz         For
    For   Against   Abstain  
2:   To ratify the appointment of Squar Milner LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2018.         For

 

 

 

 

 

 

  Authorized Signatures - This section must be completed for your Instructions to be executed.
 

 

   

 

  Please Sign Here     Please Date Above
 

 

   

 

  Please Sign Here     Please Date Above

Please sign exactly as your name(s) appears on your stock certificate. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.

LOGO

Annual Meeting of Presidio Property Trust, Inc.

to be held on July 10, 2018

for Holders as of March 30, 2018

This proxy is being solicited on behalf of the Board of Directors

 

VOTE BY:

LOGO

  LOGO     INTERNET     LOGO     TELEPHONE
  Go To     866-249-5360
  www.proxypush.com/PRESIDIOPT    
 

•  Cast your vote online.

•  View Meeting Documents.

  OR  

•  Use any touch-tone telephone.

•  Have your Proxy Card/Voting Instruction Form ready.

•  Follow the simple recorded instructions.

  LOGO   MAIL
 

 

OR            

 

 

•  Mark, sign and date your Proxy Card/Voting Instruction Form.

   

•  Detach your Proxy Card/Voting Instruction Form.

   

•  Return your Proxy Card/Voting Instruction Form in the postage-paid envelope provided.

 

 

The undersigned hereby appoints Jack K. Heilbron & Kathryn Richman, and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Presidio Property Trust, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.

 

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS IN ITEM 1 AND FOR THE PROPOSAL IN ITEM 2.

 

All votes must be received by 11:59 P.M., PDT, July 9, 2018.

 

   

PROXY TABULATOR FOR

 

PRESIDIO PROPERTY TRUST, INC.

P.O. BOX 8016

CARY, NC 27512-9903

       
           
         
           

 

 

                              
   EVENT #                     
                      
   CLIENT #                    
                      
                      
                              
 


       

 

LOGO

 

 

 

  

Proxy — Presidio Property Trust, Inc.

Annual Meeting of Stockholders

July 10, 2018 at 8:30 a.m. PDT

This Proxy is Solicited on Behalf of the Board of Directors

        

 

The undersigned appoints Jack K. Heilbron & Kathryn Richman (the “Named Proxies”) and each of them as proxies for the undersigned, with full power of substitution, to vote the shares of common stock of Presidio Property Trust, Inc., a Maryland corporation (“the Company”), the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held at the Company’s corporate office at 1282 Pacific Oaks Place, Escondido, CA 92029, on July 10, 2018 at 8:30 a.m. PDT and all adjournments thereof.

        

 

The purpose of the Annual Meeting is to take action on the following:

        

 

1. Proposal 1;

        

 

2. Proposal 2; and

        

 

3. Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

        

 

The 8 directors up for re-election are: William H. Allen, David T. Bruen, Shirley Y. Bullard, Larry G. Dubose, Kenneth W. Elsberry, Jack K. Heilbron, Sumner J. Rollings, and Thomas E. Schwartz.

        

 

The Board of Directors of the Company recommends a vote “FOR” all nominees for director and “FOR” each proposal.

        

 

This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted “FOR” all nominees for director and “FOR” each proposal. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.

        

 

You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign and return this card.

        

 

To attend the meeting and vote your shares        

        

in person, please mark this box.