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): June 5, 2018
GTJ REIT, INC.
(Exact name of registrant as specified in its charter)
Maryland |
| 333-136110 |
| 20-5188065 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
|
60 Hempstead Avenue, West Hempstead, New York 11552 |
(Address of principal executive offices) (Zip Code) |
(516) 693-5500
(Registrant's telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
[ ]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))
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
GTJ REIT, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 7, 2018. Set forth below are the voting results for the proposals considered and voted upon at the Annual Meeting of Stockholders.
1. The election of two Class III directors to serve for a term of three years.
The following two directors were elected based on the following vote total:
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Nominee | Votes For | Votes Against |
| Abstentions |
| Broker Non-Votes |
| |
John Leahy | 8,508,663 | 216,531 |
| 243,724 |
| 26,163 |
| |
Donald Schaeffer | 8,504,042 | 249,274 |
| 215,602 |
| 26,163 |
| |
2. The ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
The stockholders ratified the appointment of BDO USA, LLP based on the following vote totals:
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| Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
|
| 8,690,478 |
| 145,479 |
| 159,124 |
| - |
|
3. The approval of the amendment to the Company’s charter to remove the section providing stockholders’ access to a stockholder list.
The stockholders approved the amendment to the Company’s charter to remove the section providing stockholders’ access to a stockholder list based on the following vote totals:
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| Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
|
| 7,511,884 |
| 1,138,683 |
| 318,351 |
| 26,163 |
|
Item 8.01 Other Events.
Pursuant to the Company’s Share Redemption Program (the “Program”), on June 5, 2018, the Company redeemed 77,399 shares of the Company’s common stock, $0.0001 par value per share (“Shares”), at a redemption price of $12.92 per Share, for aggregate consideration of $999,995.08. The Company received redemption requests during the most recent semi-annual period (December 1, 2017 to May 31, 2018) exceeding the Program’s $1 million per year limit. As a result, the Company was unable to purchase all Shares presented for redemption. The Company honored the requests it received on a pro rata basis in accordance with the policy on priority of redemptions set forth in the Program, subject to giving certain priorities in accordance with the Program.
Redemptions under the Program are limited to an aggregate of $1 million during any calendar year. Because this limit has been met for the 2018 calendar year, the Company will not redeem any Shares during the next semi-annual period (June 1, 2018 to November 30, 2018). The Company will resume redemptions under the Program for the semi-annual period running from December 1, 2018 to May 31, 2019. Any unsatisfied portions of redemption requests received during the most recently
completed semi-annual period will be treated as requests for redemption for the semi-annual period running from December 1, 2018 to May 31, 2019, unless such requests are withdrawn in accordance with the terms of the Program.
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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| GTJ REIT, Inc. |
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Date: June 8, 2018 | By: | /s/ Louis Sheinker |
|
| Louis Sheinker |
|
| President and Chief Operating Officer |