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) October 10, 2023
Gladstone Land Corporation
(Exact Name of Registrant as Specified in 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> <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 |
| 6.00% Series C Cumulative Redeemable Preferred Stock, $0.001 par value per share | LANDP | 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 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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
|---|
On October 10, 2023, the board of directors (the “Board”) of Gladstone Land Corporation (the “Company”) approved and adopted the First Amendment to the Amended and Restated Bylaws of the Company, effective as of October 10, 2023 (the “Bylaw Amendment”). The Bylaw Amendment amended Article IV, Section 28 to revise the potential composition of the Executive Committee of the Board to not less than two members of the Board, one of whom will be the Chairman of the Board.
The foregoing description of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaw Amendment. A copy of the Bylaw Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br>No. | Description |
|---|---|
| 3.1 | First Amendment to the Amended and Restated Bylaws of Gladstone Land Corporation |
| 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 | ||
|---|---|---|
| October 10, 2023 | By: | /s/ Lewis Parrish |
| Lewis Parrish | ||
| Chief Financial Officer |
EX-3.1
Exhibit 3.1
FIRST AMENDMENT TO AMENDED AND RESTATED BYLAWS
OF
GLADSTONE LANDCORPORATION
The following Amendment is hereby made to the Amended and Restated Bylaws (the “Bylaws”) of Gladstone Land Corporation, a Maryland corporation (the “Corporation”), as of October 10, 2023:
Article IV, Section 28 is hereby deleted in its entirety and replaced with the following:
Section **28. Executive Committee.**The Board of Directors may, but need not, appoint an Executive Committee consisting of not fewer than two members, all of whom must also be members of the Board of Directors, one of whom shall be the Chairman of the Board of Directors, and one of whom shall be designated as the Chairman of the Executive Committee. Furthermore, the composition of the Executive Committee shall meet any applicable Securities and Exchange Commission regulations or any applicable Nasdaq or New York Stock Exchange listing requirements. The Executive Committee shall have and may exercise those rights, powers, and authority of the Board of Directors as may from time to time be granted to it by the Board of Directors, subject to any limitations imposed by law.
**************