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 7, 2023
Innovative Industrial Properties, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | | 001-37949 | | 81-2963381 |
(State or Other Jurisdiction of Incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
1389 Center Drive, Suite 200
Park City, Utah 84098
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (858) 997-3332
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. ¨
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, par value $0.001 per share | | IIPR | | New York Stock Exchange |
| Series A Preferred Stock, par value $0.001 per share | | IIPR-PA | | New York Stock Exchange |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 7, 2023, Innovative Industrial Properties, Inc. (the “Company”) held its annual meeting of stockholders, at which the stockholders voted on proposals as follows:
Proposal 1: Election of six directors, each to serve until the 2024 annual meeting of stockholders and until his or her successor is duly elected and qualified.
| | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Alan Gold | | 15,904,304 | | 1,605,460 | | 4,750,073 |
| Gary Kreitzer | | 16,612,945 | | 896,819 | | 4,750,073 |
| Mary Curran | | 16,873,787 | | 635,977 | | 4,750,073 |
| Scott Shoemaker | | 15,296,613 | | 2,213,151 | | 4,750,073 |
| Paul Smithers | | 17,325,345 | | 184,419 | | 4,750,073 |
| David Stecher | | 17,237,531 | | 272,233 | | 4,750,073 |
Proposal 2: Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 21,937,510 | | 220,439 | | 101,888 | | — |
Proposal 3: Advisory vote on the compensation of the Company’s named executive officers.
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 14,900,450 | | 2,521,093 | | 88,221 | | 4,750,073 |
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number | | Description of Exhibit |
| | | |
| 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.
| Date: June 7, 2023 | INNOVATIVE INDUSTRIAL PROPERTIES, INC. |
| | | |
| | By: | /s/ David Smith |
| | Name: | David Smith |
| | Title: | Chief Financial Officer |
