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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): September 20, 2023 (September 15, 2023)

 

Medalist Diversified REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland  001-38719  47-5201540
(State or other jurisdiction of incorporation
or organization)		  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

P.O. Box 8436

Richmond, VA, 23226

(Address of principal executive offices)

 

(804) 338-7708

(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)  
Common Stock, $0.01 par value   Nasdaq Capital Market   MDRR
8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value   Nasdaq Capital Market   MDRRP

 

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 September 19, 2023, the Board of Directors (the “Board”) of Medalist Diversified REIT, Inc. (the “Company”) (i) increased the size of the Board from five (5) to six (6) directors and appointed David Lunin to the Board, effective September 19, 2023, for a term expiring at the Company’s 2024 annual meeting of stockholders; and (ii) appointed Mr. Lunin to the Audit Committee of the Board.

 

The Board has determined that Mr. Lunin is an independent director as defined in the listing standards of The Nasdaq Stock Market LLC and the applicable rules of the U.S. Securities and Exchange Commission. Mr. Lunin is expected to participate in the Company’s compensation program for its independent directors.

 

There are no arrangements or understandings between Mr. Lunin and any other person pursuant to which he was selected as a director, and Mr. Lunin is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.

 

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

 

On September 15, 2023, the Company held its 2023 annual meeting of stockholders, in which the stockholders voted on the following proposals:

 

Proposal No. 1: The election of five directors, each to serve for a one-year term until the 2024 annual meeting of stockholders or until his successor is duly elected and qualified.

 

Nominee Votes For Votes Withheld
Francis P. Kavanaugh 1,235,449 22,605
Neil P. Farmer 1,086,040 172,014
Emanuel D. Neuman 1,233,433 24,621
Charles S. Pearson, Jr. 1,089,165 168,890
Timothy P. O’Brien 1,075,643 182,411

 

There were 344,756 broker non-votes and no abstentions in connection with Proposal No. 1. Each of the preceding five directors was elected to the Board to serve for a one-year term until the 2024 annual meeting of stockholders or until his respective successor is duly elected and qualified.

 

Proposal No. 2: The ratification of the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

 

Votes For Votes Against Abstentions
1,559,287 39,318 4,205

 

There were no broker non-votes in connection with Proposal No. 2.

 

 

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: September 20, 2023 By: /s/ C. Brent Winn, Jr.
    C. Brent Winn, Jr.
    Chief Financial Officer

 

 

 

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Sep. 15, 2023
Document Information [Line Items]  
Document Type 8-K
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Document Period End Date Sep. 15, 2023
Entity File Number 001-38719
Entity Registrant Name Medalist Diversified REIT, Inc.
Entity Central Index Key 0001654595
Entity Tax Identification Number 47-5201540
Entity Incorporation, State or Country Code MD
Entity Address, Address Line One P.O. Box 8436
Entity Address, City or Town Richmond
Entity Address, State or Province VA
Entity Address, Postal Zip Code 23226
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Document Information [Line Items]  
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Medalist Diversified REIT (NASDAQ:MDRR)
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