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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): December 11, 2024
Modiv Industrial, Inc.
(Exact name of registrant as specified in its charter)
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Maryland | | 001-40814 | | 47-4156046 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
| | | | | | | | |
2195 South Downing Street | | |
Denver, Colorado | | 80210 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (888) 686-6348
None
(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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class C Common Stock, $0.001 par value per share | | MDV | | New York Stock Exchange |
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share | | MDV.PA | | New York Stock Exchange |
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. ☐
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Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On December 11, 2024, Modiv Industrial, Inc. (the “Registrant”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for or against or withheld and the number of abstentions and broker non-votes with respect to each matter, as applicable. The matters are described in detail in the Registrant’s definitive proxy statement as filed with the Securities and Exchange Commission on Schedule 14A on September 18, 2024.
Proposal No. 1 – The election of five directors for a term expiring at the 2025 annual meeting of stockholders and until their successors are duly elected and qualify
All of the director nominees listed below were elected by the Registrant’s stockholders to hold office until the next annual meeting of stockholders in 2025 and until his or her respective successor has been duly elected and qualifies or until his or her earlier resignation or removal, as follows:
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Nominee | | Votes For | | Withheld | | Broker Non-Votes |
Aaron S. Halfacre | | 4,289,034 | | 242,633 | | 1,304,693 |
Christopher Gingras | | 4,276,196 | | 255,471 | | 1,304,693 |
Thomas H. Nolan, Jr. | | 4,264,900 | | 266,767 | | 1,304,693 |
Kimberly Smith | | 4,014,969 | | 516,698 | | 1,304,693 |
Connie Tirondola | | 4,269,011 | | 262,656 | | 1,304,693 |
Proposal No. 2 – The ratification of the appointment of Grant Thornton LLP as the Registrant’s independent registered public accounting firm for the year ending December 31, 2024
The Registrant’s stockholders ratified the appointment of Grant Thornton LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2024, as follows:
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| Votes For | | Votes Against | | Abstentions |
| 5,590,840 | | 108,937 | | 136,583 |
Proposal No. 3 – Approval, on an advisory (non-binding) basis, of the compensation paid to the Registrant’s named executive officers for the year ended December 31, 2023
The Registrant’s stockholders approved, on an advisory (non-binding) basis, the compensation paid to the Registrant’s named executive officers for the year ended December 31, 2023, as follows:
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| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 3,753,925 | | 444,975 | | 332,767 | | 1,304,693 |
Proposal No. 4 – Approval to adopt the Registrant’s 2024 Omnibus Incentive Plan
The Registrant’s stockholders approved the adoption of the Registrant’s 2024 Omnibus Incentive Plan as follows:
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| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 3,782,571 | | 365,864 | | 383,232 | | 1,304,693 |
SIGNATURE
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.
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| MODIV INDUSTRIAL, INC.
(Registrant) |
| |
| By: | /s/ RAYMOND J. PACINI |
| | Name: | Raymond J. Pacini |
| | Title: | Chief Financial Officer |
Date: December 11, 2024