8-K
GLADSTONE LAND Corp (LAND)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 11, 2023
Gladstone Land Corporation
(Exact name of registrant as specified in its charter)
| Maryland | 001-35795 | 54-1892552 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 1521 Westbranch Drive, Suite 100<br> <br>McLean, Virginia | 22102 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (703) 287-5800
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 | Trading<br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $0.001 par value per share | LAND | The Nasdaq Stock Market, LLC |
| 6.00% Series B Cumulative Redeemable Preferred Stock, $0.001 par value per share | LANDO | The Nasdaq Stock Market, LLC |
| 5.00% Series D Cumulative Term Preferred Stock, $0.001 par value per share | LANDM | The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
On May 11, 2023, Gladstone Land Corporation (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted and approved each of the proposals presented at the Annual Meeting, which are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 31, 2023.
Proposal 1: The election of three directors to hold office until the 2026 Annual Meeting of Stockholders.
| For | Withheld | Broker Non-Votes | |
|---|---|---|---|
| David Gladstone | 16,567,309 | 652,137 | 9,832,838 |
| Paul Adelgren | 12,100,506 | 5,118,940 | 9,832,838 |
| John Outland | 10,664,018 | 6,555,428 | 9,832,838 |
Proposal 2: To ratify the selection by the Audit Committee of the Company’s board of directors of PricewaterhouseCoopers, LLP, as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2023.
| For | Against | Abstain |
|---|---|---|
| 26,310,125 | 625,968 | 116,191 |
| Item 9.01. | Financial Statements and Exhibits. | |
| --- | --- |
(c) Exhibits
| Exhibit<br>No. | Description |
|---|---|
| 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.
| GLADSTONE LAND CORPORATION | ||
|---|---|---|
| Date: May 11, 2023 | By: | /s/ Lewis Parrish |
| Lewis Parrish | ||
| Chief Financial Officer |