UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-U
CURRENT REPORT
Pursuant to Regulation A of the Securities Act of 1933
Date of Report (Date of earliest event reported): September 13, 2023
IROQUOIS VALLEY FARMLAND REIT, PBC
(Exact name of issuer as specified in its charter)
| Delaware | 82-0921424 |
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
| 708 Church Street, Suite 234, Evanston, IL | 60201 |
| (Full mailing address of principal executive offices) | (ZIP Code) |
(847) 859-6645
(Issuer’s telephone number, including area code)
Title of each class of securities issued pursuant to Regulation A: Common Stock
On September 13, 2023, Iroquois Valley Farmland REIT, PBC (the “Company”) held its annual meeting of stockholders for the year 2023 (the “2023 Annual Meeting”). The Company solicited votes from its stockholders by proxy distributed on or around August 14, 2023. The following results of the 2023 Annual Meeting are based on the certified report of the Inspector of Elections for the 2023 Annual Meeting.
The total shares outstanding as of the Record Date for the 2023 Annual Meeting (August 1, 2023): 120,404.30 shares.
Total shares voting in the 2023 Annual Meeting: 69,416.26 shares, or 57.65% of total outstanding shares outstanding.
Election of Directors at 2023 Annual Meeting
At the 2023 Annual Meeting, the Company’s stockholders elected the following individuals to serve as directors, each to serve until 2026: Arnold Lau, Joseph Mantoan, Malaika Maphalala, and Christopher Zuehlsdorff.
The election results from the 2023 Annual Meeting were as follows:
| | ‘For’ Votes | ‘Withheld’ Votes | ‘Abstain’ Votes |
| Arnold Lau | 69,290.35 | 57.78 | 68.13 |
| Joseph Mantoan | 68,022.72 | 0.00 | 1,393.54 |
| Malaika Maphalala | 68,229.16 | 62.49 | 1,124.61 |
| Christopher Zuehlsdorff | 68,273.09 | 74.24 | 1,068.93 |
Approval of an 8-for-1 Forward Stock Split and Amendment of the Company’s Certificate of Incorporation to Increase Authorized Shares of Common Stock
At the 2023 Annual Meeting, the Company’s stockholders also considered and approved a proposal to amend the Company’s Certificate of Incorporation to affect an 8:1 forward stock split and increase the authorized shares of the Company’s common stock from 1,000,000 to 3,000,000. The proposal received an affirmative vote of over 50% of the outstanding shares of the Company’s common stock, as follows:
| ‘For’ Votes | ‘Against’ Votes | ‘Abstain’ Votes |
| 68,926.98 | 205.25 | 284.03 |
Approval of the 2023 Equity Incentive Plan
At the 2023 Annual Meeting, the Company’s stockholders also considered and approved the 2023 Equity Incentive Plan. The proposal received an affirmative vote of over 50% of the outstanding shares of the Company’s common stock, as follows:
| ‘For’ Votes | ‘Against’ Votes | ‘Abstain’ Votes |
| 66,330.65 | 762.08 | 2,323.53 |
Safe Harbor Statement
This Current Report on Form 1-U contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section titled “Risk Factors” in the Company’s Offering Statement, as amended, on Form 1-A POS dated May 18, 2023, filed with the SEC, as such factors may be updated from time to time in the Company’s subsequent filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Company’s filings with the SEC. The Company undertakes no obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
SIGNATURE
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | IROQUOIS VALLEY FARMLAND REIT, PBC
| |
| | | |
| |  | |
| | By: | | |
| | | Mark D. Schindel | | |
| | | Chief Financial Officer | | |
| |
Date: October 11, 2023
