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):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Office) (Zip Code)
(Registrant’s telephone number, including area code)
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 Symbol(s) | Name of each exchange on which registered | ||
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 checkmark 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 a Vote of Security Holders
On May 30, 2024, Strawberry Fields REIT, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). The record date (the “Record Date”) for the Annual Meeting was April 16, 2024. As of the Record Date, the Company had issued and outstanding 6,458,014 shares of common stock, par value $0.0001 per share (the “Common Stock”).
Represented at the Annual Meeting, in person or by proxy, were the holders of 4,863,822 shares of Common Stock, thereby constituting a quorum. Each share of Common Stock had one vote. The matters that were voted on at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions, as to such matters, where applicable, are set forth below. Of the shares present at the Annual Meeting, 800,101 were broker non-votes, and were not included in any of the figures below, except for the vote in favor of the ratification of Hacker, Johnson and Smith, P.A., as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024.
Proposal No. 1. To elect five directors for a one-year term and until each of their successors are elected and qualified.
| Votes For | Votes Withheld | |||
| Moishe Gubin | 4,060,978 | 2,370 | ||
| Essel Bailey | 3,284,673 | 691,577 | ||
| Michael Blisko | 4,061,081 | 2,370 | ||
| Jack Levine | 3,817,586 | 167,610 | ||
| Reid Shapiro | 3,479,133 | 167,490 |
Proposal No. 2. To ratify the appointment of Hacker, Johnson & Smith, P.A. as the Company’s independent certified public accounting firm for the fiscal year ending December 31, 2024.
| Votes For | Votes Against | Abstentions | ||
| 4,862,847 | 305 | 670 |
Proposal No. 3. To authorize the amendment to the Company’s 2021 Equity Incentive Plan.
| Votes For | Votes Against | Abstentions | ||
| 4,058,836 | 1,627 | 3,258 |
As a result of the above votes, all director nominees were elected and Proposal Nos. 2 and 3 were approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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.
| Strawberry Fields REIT, Inc. | ||
| Dated: June 3, 2024 | By: | /s/ Moishe Gubin |
| Moishe Gubin | ||
| Chief Executive Officer and Chairman | ||
| 3 |
Cover |
May 30, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 30, 2024 |
| Entity File Number | 001-41628 |
| Entity Registrant Name | Strawberry Fields REIT, Inc. |
| Entity Central Index Key | 0001782430 |
| Entity Tax Identification Number | 84-2336054 |
| Entity Incorporation, State or Country Code | MD |
| Entity Address, Address Line One | 6101 Nimtz Parkway |
| Entity Address, City or Town | South Bend |
| Entity Address, State or Province | IN |
| Entity Address, Postal Zip Code | 46628 |
| City Area Code | (574) |
| Local Phone Number | 807-0800 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common stock, $0.00001 par value |
| Trading Symbol | STRW |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |