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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 16, 2024 (May 15, 2024)

 

Global Medical REIT Inc.

(Exact name of registrant as specified in its charter)

 

Maryland 001-37815 46-4757266
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

 

7373 Wisconsin Avenue, Suite 800

Bethesda, MD

20814

(Address of principal executive offices)

(Zip Code)

 

(202) 524-6851

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:   Trading Symbols:   Name of each exchange on which registered:
Common Stock, par value $0.001 per share   GMRE   NYSE
Series A Preferred Stock, par value $0.001 per share   GMRE PrA   NYSE

 

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. ¨

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e) As described below under Item 5.07, at the 2024 annual meeting of stockholders of Global Medical REIT Inc. (the “Company”) held on May 15, 2024 (the “2024 Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s 2016 Equity Incentive Plan (the “Plan”) to increase the number of shares reserved for issuance thereunder by 1,500,000 shares, which was previously approved by the Company’s Board of Directors. The Plan is described in detail under “Proposal 4 – Amendment to 2016 Equity Incentive Plan” in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 1, 2024, and the foregoing description is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

At the 2024 Annual Meeting, the Company’s stockholders: (i) elected the seven nominated directors to the Company’s Board of Directors, each to serve until the Company’s 2025 annual meeting of stockholders and until her or his successor is duly elected and qualifies, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, (iii) recommended, on an advisory basis, that future advisory votes on named executive officer compensation be conducted every year, (iv) approved an amendment to the Plan to increase the number of shares reserved for issuance thereunder by 1,500,000 shares, and (v) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The full results of the matters voted on at the 2024 Annual Meeting are set forth below:

 

Proposal 1 — Election of Directors:

 

Nominee for Director   For   Against   Abstain   Broker Non-Votes
Jeffrey M. Busch   33,520,679   2,266,304   77,283   13,706,818
Matthew Cypher   34,365,340   1,417,356   81,570   13,706,818
Ronald Marston   34,271,830   1,506,912   85,523   13,706,819
Henry E. Cole   35,307,015   471,399   85,852   13,706,818
Zhang Huiqi   35,307,700   463,912   92,658   13,706,814
Paula R. Crowley   35,321,456   459,003   83,810   13,706,815
Lori Wittman   34,362,196   1,408,313   93,758   13,706,817

 

Proposal 2 — Advisory Vote on Named Executive Officer Compensation:

 

For   Against   Abstain   Broker Non-Votes
33,764,849   1,467,056   632,359   13,706,820

 

Proposal 3 — Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation:

 

1 Year   2 Years   3 Years   Abstain   Broker Non-Votes
34,040,745   158,991   1,098,203   566,323   13,706,822

 

Proposal 4 — Amendment to the Company’s 2016 Equity Incentive Plan to Increase the Number of Shares Reserved for Issuance Thereunder by 1,500,000 Shares:

 

For   Against   Abstain   Broker Non-Votes
32,867,468   2,683,711   313,085   13,706,820

 

Proposal 5 — Ratification of Appointment of Independent Registered Public Accounting Firm:

 

For   Against   Abstain   Broker Non-Votes
48,840,222   608,585   122,277   0

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Description
10.1 Global Medical REIT Inc. 2016 Equity Incentive Plan (as amended through May 15, 2024) (incorporated by reference to Appendix A of Global Medical REIT Inc.'s Definitive Proxy Statement on Schedule 14A, filed on April 1, 2024)
104 Cover Page Interactive Data File (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.

 

  Global Medical REIT Inc.
     
  By: /s/ Jamie A. Barber
    Jamie A. Barber
    Secretary and General Counsel

 

Date:  May 16, 2024