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) May 14, 2020
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
| maryland | 001-33177 | 22-1897375 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 101 Crawfords Corner Road, Holmdel, NJ | 07733 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (732) 577-9996
(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 Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 142-12 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 | MNR | New York Stock Exchange | ||
| 6.125% Series C Cumulative Redeemable Preferred Stock | MNR-PC | New York Stock Exchange |
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 14, 2020, Monmouth Real Estate Investment Corporation, a Maryland corporation, held an annual meeting of its shareholders (the “Meeting”). There were 97,966,458 shares of common stock entitled to vote and a total of 86,832,153 shares (88.63%) were represented in person or by proxy at the Meeting. The proposals submitted to the vote of the shareholders and the results of the vote were as follows:
Proposal 1 – The election of five Class II Directors, each to hold office until the 2023 annual meeting of shareholders and until his successor is duly elected and qualifies:
| Director | For | Withhold | Broker Non-Votes | |||||||||
| Kiernan Conway | 69,609,922 | 1,128,040 | 16,094,191 | |||||||||
| Brian H. Haimm | 69,094,867 | 1,643,095 | 16,094,191 | |||||||||
| Neal Herstik | 69,117,648 | 1,620,314 | 16,094,191 | |||||||||
| Matthew I. Hirsch | 43,295,986 | 27,441,976 | 16,094,191 | |||||||||
| Stephen B. Wolgin | 69,027,357 | 1,710,605 | 16,094,191 | |||||||||
Proposal 2 – To ratify the appointment of PKF O’Connor Davies, LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2020:
| No. of Votes | ||||
| For | 85,743,937 | |||
| Against | 942,344 | |||
| Abstain | 145,872 | |||
| Broker Non-Votes | 0 | |||
Proposal 3 – To approve an advisory resolution for the compensation of our executive officers for the fiscal year ended September 30, 2019, as more particularly described in the Proxy Statement with respect to the Meeting:
| No. of Votes | ||||
| For | 64,895,310 | |||
| Against | 5,325,397 | |||
| Abstain | 517,255 | |||
| Broker Non-Votes | 16,094,191 | |||
| 2 |
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.
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
| /s/ Kevin S. Miller | |
| KEVIN S. MILLER | |
| Chief Financial and Accounting Officer | |
| Date May 15, 2020 |
| 3 |
