8-K
Chiron Real Estate Inc. (XRN)
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 eventreported): September 3, 2020 (September 2, 2020)
Global Medical REIT Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-37815 | 46-4757266 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
2 Bethesda Metro Center, Suite 440
Bethesda, MD
20814
(Address of principal executive offices)
(Zip Code)
(202) 524-6851
(Registrant’s telephone number, including area code)
Not Applicable
(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:
| ¨ | 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 Symbols: | Name of each exchange on which registered: |
|---|---|---|
| Common Stock, par value $0.001 per share | GMRE | NYSE |
| Series A Preferred Stock, par value $0.001 per share | GMRE PrA | NYSE |
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. ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
At the 2020 annual meeting of stockholders of Global Medical REIT Inc. (the “Company”) held on September 2, 2020 (the “2020 Annual Meeting”), the Company’s stockholders: (i) elected the nine nominated directors to the Company’s Board of Directors, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020. The full results of the matters voted on at the 2020 Annual Meeting are set forth below:
Proposal 1 — Election of Directors:
| Nominee for Director | For | Against | Abstain | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|---|
| Jeffrey M. Busch | 29,000,265 | 1,546,170 | 54,140 | 8,467,599 | ||||
| Matthew Cypher | 30,424,621 | 121,663 | 54,290 | 8,467,600 | ||||
| Zhang Jingguo | 19,040,131 | 11,497,884 | 62,556 | 8,467,603 | ||||
| Ronald Marston | 28,735,312 | 1,810,637 | 54,625 | 8,467,600 | ||||
| Roscoe Moore, Jr. | 30,401,139 | 142,442 | 56,993 | 8,467,600 | ||||
| Henry E. Cole | 30,355,061 | 185,926 | 59,587 | 8,467,600 | ||||
| Zhang Huiqi | 29,574,081 | 962,366 | 64,128 | 8,467,599 | ||||
| Paula R. Crowley | 30,508,857 | 39,331 | 52,385 | 8,467,601 | ||||
| Lori Wittman | 30,503,124 | 43,815 | 53,634 | 8,467,601 |
Proposal 2 — Advisory Voteon Named Executive Officer Compensation:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 27,813,152 | 2,083,803 | 703,617 | 8,467,602 |
Proposal 3— Ratification of Appointment of Independent Registered Public Accounting Firm:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 38,916,211 | 53,610 | 98,353 | 0 |
| Item 7.01 | Regulation FD Disclosure. |
|---|
On September 3, 2020, the Company issued a press release announcing the dividends disclosed in Item 8.01 below. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Item 7.01 of this Current Report on Form 8-K, including the press release in Exhibit 99.1, is being “furnished” and, as such, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 8.01 | Other Events. |
|---|
On September 2, 2020, the Company announced the declaration of:
| · | a cash dividend for the third quarter<br>of 2020 of $0.20 per share of common stock to stockholders of record as of September 24, 2020, to be paid on October 8, 2020; and |
|---|---|
| · | a cash dividend of $0.46875 per share<br>to holders of its Series A Cumulative Redeemable Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”),<br>of record as of October 15, 2020, to be paid on October 31, 2020. This dividend represents the Company’s quarterly dividend<br>on its Series A Preferred Stock for the period from July 31, 2020 through October 30, 2020. |
| --- | --- |
| Item 9.01 | Financial Statements and Exhibits. |
| --- | --- |
| (d) | Exhibits |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release issued September 3, 2020 |
| 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.
| Global Medical REIT Inc. | ||
|---|---|---|
| By: | /s/ Jamie A. Barber | |
| Jamie A. Barber | ||
| Secretary and General Counsel | ||
| Date: September 3, 2020 |
Exhibit 99.1
Global Medical REIT Inc. Board Declares2020 Third Quarter Common and Preferred Dividends
BETHESDA, Md.--(BUSINESS WIRE)-- GlobalMedical REIT Inc. (NYSE: GMRE)(the “Company” or “GMRE”), a net-lease medical office real estate investment trust (REIT) that acquires purpose-built healthcare facilities and leases those facilities to strong healthcare systems and physician groups with leading market share, announced today that its Board of Directors (“Board”) has declared the Company’s 2020 third quarter common and preferred dividends.
Common Dividend
The Board has declared the Company’s 2020 third quarter cash dividend of $0.20 per share of common stock and unit, which will be paid October 8, 2020 to common stockholders and unitholders of record as of September 24, 2020.
Series A Preferred Dividend
The Board has also declared a quarterly cash dividend of $0.46875 per share on its Series A Cumulative Redeemable Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), which will be paid on October 31, 2020, to Series A Preferred stockholders of record as of October 15, 2020. This represents the Company’s quarterly dividend on its Series A Preferred Stock for the period from July 31, 2020 through October 30, 2020.
About Global Medical REIT Inc.
Global Medical REIT is a net-lease medical office REIT that acquires purpose-built specialized healthcare facilities and leases those facilities to strong healthcare systems and physician groups with leading market share. Additional information on GMRE can be obtained on its website at www.globalmedicalreit.com.
Forward-Looking Statements
This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. These forward-looking statements are subject to various risks and uncertainties, not all of which are known to the Company and many of which are beyond the Company’s control, which could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. These risks and uncertainties are described in greater detail in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on March 3, 2020, and elsewhere in the reports the Company has filed with the SEC. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The Company undertakes no obligation to update these statements after the date of this release.
View source version on businesswire.com: https://www.businesswire.com/news/home/20191213005068/en/
Investors:
Evelyn Infurna
investors@globalmedicalreit.com
(202) 524-6869
Source: Global Medical REIT Inc.