Medalist Diversified, Inc 8-K/A, filed Mar 28, 2024
Medalist Diversified, Inc. (MDRR)
About this 8-K/A
Medalist Diversified, Inc filed this 8-K/A on March 28, 2024, reporting on events of October 18, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Explanatory Note
On October 19, 2023, Medalist Diversified REIT, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to announce that the Board of Directors (the “Board”) of the Company had appointed Francis P. Kavanaugh as the Company’s President, Chief Executive Officer (“CEO”) and Secretary on a permanent basis. At the time of the filing of the Original Form 8-K, Mr. Kavanaugh’s compensation as the Company’s President, CEO and Secretary had not yet been determined by the Compensation Committee of the Board (the “Compensation Committee”) since Mr. Kavanaugh previously agreed to waive any compensation for the first six months of his employment. Pursuant to Item 5.02(e) of Form 8-K, the Company is filing this Amendment No. 1 to the Original Form 8-K (this “Amendment No. 1”) solely for the purpose of disclosing a brief description of Mr. Kavanaugh’s compensation arrangement as the Company’s President, CEO and Secretary. This Amendment No. 1 should be read in conjunction with the Original Form 8-K.
ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS, ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICER; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
On January 18, 2024, the Compensation Committee approved the following annual compensation for Mr. Kavanaugh’s employment as the Company’s President, CEO and Secretary for the fiscal year ending December 31, 2024:
| ● | a one-time grant of 38,697 LTIP Units (the “LTIP Units”) issued pursuant to the terms of the Medalist Diversified REIT, Inc. 2018 Equity Incentive Plan and the Agreement of Limited Partnership of Medalist Diversified Holdings, L.P. (the “Limited Partnership Agreement”), the Company’s subsidiary (the “Operating Partnership”); and |
| ● | $75,000 in cash, payable in monthly installments. |
The LTIP Units are treated as common units of the Operating Partnership and are redeemable for cash or, at the Company’s option, shares of the Company’s common stock on a one-for-one basis after a one-year holding period pursuant to the terms of the Limited Partnership Agreement. The LTIP Units were issued to Mr. Kavanaugh on January 18, 2024 but are not redeemable for shares of the Company’s common stock until January 18, 2025.
SIGNATURE
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.
| MEDALIST DIVERSIFIED REIT, INC. | |
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Dated: March 28, 2024 | By: | /s/ C. Brent Winn, Jr. |
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| C. Brent Winn, Jr. |
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| Chief Financial Officer |