GLADSTONE LAND Corp false 0001495240 --12-31 0001495240 2023-10-10 2023-10-10 0001495240 us-gaap:CommonStockMember 2023-10-10 2023-10-10 0001495240 us-gaap:SeriesBPreferredStockMember 2023-10-10 2023-10-10 0001495240 us-gaap:SeriesCPreferredStockMember 2023-10-10 2023-10-10 0001495240 us-gaap:SeriesDPreferredStockMember 2023-10-10 2023-10-10

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) October 10, 2023

 

 

Gladstone Land Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

Maryland   001-35795   54-1892552

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

1521 Westbranch Drive, Suite 100

McLean, Virginia

   22102
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (703) 287-5800

 

 

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

Common Stock, $0.001 par value per share   LAND   The Nasdaq Stock Market, LLC
6.00% Series B Cumulative Redeemable Preferred Stock, $0.001 par value per share   LANDO   The Nasdaq Stock Market, LLC
6.00% Series C Cumulative Redeemable Preferred Stock, $0.001 par value per share   LANDP   The Nasdaq Stock Market, LLC
5.00% Series D Cumulative Term Preferred Stock, $0.001 par value per share   LANDM   The Nasdaq 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 (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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 10, 2023, the board of directors (the “Board”) of Gladstone Land Corporation (the “Company”) approved and adopted the First Amendment to the Amended and Restated Bylaws of the Company, effective as of October 10, 2023 (the “Bylaw Amendment”). The Bylaw Amendment amended Article IV, Section 28 to revise the potential composition of the Executive Committee of the Board to not less than two members of the Board, one of whom will be the Chairman of the Board.

The foregoing description of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaw Amendment. A copy of the Bylaw Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.		   

Description

3.1    First Amendment to the Amended and Restated Bylaws of Gladstone Land Corporation
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.

 

    Gladstone Land Corporation
October 10, 2023     By:  

/s/ Lewis Parrish

      Lewis Parrish
      Chief Financial Officer

Exhibit 3.1

FIRST AMENDMENT TO AMENDED AND RESTATED BYLAWS

OF

GLADSTONE LAND CORPORATION

The following Amendment is hereby made to the Amended and Restated Bylaws (the “Bylaws”) of Gladstone Land Corporation, a Maryland corporation (the “Corporation”), as of October 10, 2023:

Article IV, Section 28 is hereby deleted in its entirety and replaced with the following:

Section 28. Executive Committee. The Board of Directors may, but need not, appoint an Executive Committee consisting of not fewer than two members, all of whom must also be members of the Board of Directors, one of whom shall be the Chairman of the Board of Directors, and one of whom shall be designated as the Chairman of the Executive Committee. Furthermore, the composition of the Executive Committee shall meet any applicable Securities and Exchange Commission regulations or any applicable Nasdaq or New York Stock Exchange listing requirements. The Executive Committee shall have and may exercise those rights, powers, and authority of the Board of Directors as may from time to time be granted to it by the Board of Directors, subject to any limitations imposed by law.

**************

v3.23.3
Document and Entity Information
Oct. 10, 2023
Document And Entity Information [Line Items]  
Entity Registrant Name GLADSTONE LAND Corp
Amendment Flag false
Entity Central Index Key 0001495240
Current Fiscal Year End Date --12-31
Document Type 8-K
Document Period End Date Oct. 10, 2023
Entity Incorporation State Country Code MD
Entity File Number 001-35795
Entity Tax Identification Number 54-1892552
Entity Address, Address Line One 1521 Westbranch Drive
Entity Address, Address Line Two Suite 100
Entity Address, City or Town McLean
Entity Address, State or Province VA
Entity Address, Postal Zip Code 22102
City Area Code (703)
Local Phone Number 287-5800
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common Stock, $0.001 par value per share
Trading Symbol LAND
Security Exchange Name NASDAQ
Series B Preferred Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 6.00% Series B Cumulative Redeemable Preferred Stock, $0.001 par value per share
Trading Symbol LANDO
Security Exchange Name NASDAQ
Series C Preferred Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 6.00% Series C Cumulative Redeemable Preferred Stock, $0.001 par value per share
Trading Symbol LANDP
Security Exchange Name NASDAQ
Series D Preferred Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 5.00% Series D Cumulative Term Preferred Stock, $0.001 par value per share
Trading Symbol LANDM
Security Exchange Name NASDAQ
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