UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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).
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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. ☐
Item 5.07. Submission of Matters to Vote of Security Holders.
On June 1, 2023, Presidio Property Trust, Inc. (“Company”) held its Annual Meeting of Stockholders (“Annual Meeting”). Of the 13,075,199 shares of common stock issued and outstanding and eligible to vote as of the record date of March 31, 2023, 8,156,101 shares, or 62.38% of the eligible shares, were present in person or represented by proxy at the Annual Meeting, and therefore, a quorum was present.
The proposals voted on at the Annual Meeting are more fully described in the Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on April 17, 2023.
The final voting results on the proposals presented for stockholders approval at the Annual Meeting were as follows:
Proposal 1: Six (6) director nominees were elected to serve on the Company’s board of directors until the Company’s next annual meeting of stockholders or until their respective successors are duly elected and qualified, as follows:
| DIRECTOR | FOR | WITHHELD | BROKER NON-VOTES | |||
| Jennifer A Barnes | 4,246,804 | 650,642 | 3,258,655 | |||
| David T. Bruen | 4,400,927 | 496,520 | 3,258,654 | |||
| James R. Durfey | 4,275,729 | 621,718 | 3,258,654 | |||
| Jack K. Heilbron | 4,406,421 | 491,026 | 3,258,654 | |||
| Tracie Hager | 4,421,113 | 476,334 | 3,258,654 | |||
| Steve Hightower | 4,393,432 | 504,015 | 3,258,654 |
Proposal 2: The appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified, as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 7,771,047 | 253,598 | 131,455 | 1 |
Proposal 3: An amendment to the Company’s charter to provide for the reclassification of any unissued shares of common stock from time to time into one or more classes or series of stock having such terms as determined by the Board of the Company was not approved, as follows:
| FOR * | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,822,715 | 962,853 | 111,877 | 3,258,656 |
*While 78% of the votes cast on this proposal were in favor, the proposal requires the affirmative vote of a majority of all the votes entitled to be cast on the matter in order to be approved.
Proposal 4: An amendment to the Company’s 2017 Incentive Award Plan to (i) increase the number of shares available for issuance thereunder to 3,500,000 from 2,500,000 shares of common stock and (ii) add an evergreen provision to, on April 1st and October 1st of each year, automatically increase the maximum number of shares of common stock available under the Plan to 15% of the Company’s outstanding shares of common stock, if on such date 3,500,000 (as adjusted for any reverse splits) is less than 15% of the Company’s then-outstanding shares of common stock was approved, as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,626,690 | 1,167,599 | 103,157 | 3,258,655 |
Proposal 5: An amendment to the Company’s Bylaws to set the minimum number of directors at four was not approved, as follows:
| FOR* | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 4,414,607 | 395,115 | 87,724 | 3,258,655 |
*While 90% of the votes cast on this proposal were in favor, the proposal requires the affirmative vote of a majority of all the votes entitled to be cast on the matter in order to be approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Title or Description | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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.
| Date: June 1, 2023 | PRESIDIO PROPERTY TRUST, INC. | |
| By: | /s/ Adam Sragovicz | |
| Adam Sragovicz | ||
| Chief Financial Officer | ||