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
Date of Report (Date of earliest
event reported): October 19, 2023 (
(Exact Name of Registrant as Specified in Its Charter)
| (State or other
jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(
(Registrant’s telephone number, including area code)
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:
| 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 | Name of each Exchange on Which Registered |
Trading Symbol(s) | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. |
On October 18, 2023, the Board of Directors (the “Board”) of Medalist Diversified REIT, Inc. (the “Company”) appointed Francis P. Kavanaugh as the Company’s President, Chief Executive Officer (“CEO”) and Secretary on a permanent basis.
Mr. Kavanaugh has been a member of the Board since May 2023 and was previously appointed interim President, CEO and Secretary of the Company in July 2023.
Information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K with respect to Mr. Kavanaugh is included in the Company’s Current Report on Form 8-K filed on July 18, 2023, and incorporated herein by reference, as applicable.
| Item 8.01 | Other Information. |
On October 19, 2023, the Company issued a press release announcing (i) the declaration of quarterly dividends for the second and third quarters of 2023 on the Company’s 8.0% Series A Cumulative Redeemable Preferred Stock in the amount of $0.50 per share per quarter, (ii) a 200,000 share increase to the Company’s existing common stock repurchase program, and (iii) the appointment of Mr. Kavanaugh as President, CEO and Secretary of the Company on a permanent basis. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated October 19, 2023 | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL Document |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MEDALIST DIVERSIFIED REIT, INC. | ||
| Dated: October 19, 2023 | By: | /s/ C. Brent Winn, Jr. |
| C. Brent Winn, Jr. | ||
| Chief Financial Officer | ||