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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): September 16, 2021

 

Medalist Diversified REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland  001-38719  47-5201540
(State or other jurisdiction of incorporation
or organization)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

1051 E. Cary Street Suite 601

James Center Three

Richmond, VA, 23219

(Address of principal executive offices)

 

(804) 344-4435

(Registrant’s telephone number, including area code)

 

None

(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))

 

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 x

 

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   Name of each Exchange on 
Which Registered
 
  Trading
Symbol(s)
 
Common Stock, $0.01 par value   Nasdaq Capital Market   MDRR
8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value   Nasdaq Capital Market   MDRRP

 

 

 

 

 

 

ITEM 5.07SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 

 

Medalist Diversified REIT, Inc. (the “Company”) held its 2021 Annual Meeting on Thursday, September 16, 2021 at the Company’s corporate offices in Richmond, Virginia. The proposals considered and approved by stockholders at the 2021 Annual Meeting were the following:

 

the election of five directors to the board of directors; and

 

the ratification of the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

 

Election of Directors

 

Each of the individuals listed below was duly elected as a director of the Company to serve until the 2022 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. Set forth below are the results of the vote for the election of directors:

 

Name  Votes For  Votes Against  Withhold  Broker Non-Votes
Thomas E. Messier  5,461,329    275,677  3,745,210
William R. Elliott  5,352,854    384,152  3,745,210
Neil P. Farmer  4,841,275    895,731  3,745,210
Charles S. Pearson, Jr.  4,875,920    861,086  3,745,210
Timothy P. O’Brien  5,385,803    351,203  3,745,210

 

Appointment of Independent Registered Public Accounting Firm

 

A proposal to ratify the appointment of Cherry Bekaert LLP as the independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2021 was also presented at the 2021 Annual Meeting. Set forth below are the results of the vote for the ratification of the appointment of Cherry Bekaert LLP as the Company’s independent auditor:

 

Votes For  Votes Against  Abstentions
8,071,843  230,940  1,179,433

 

 

 

 

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.
     
Dated: September 21, 2021 By: /s/ Thomas E. Messier
    Thomas E. Messier
    Chief Executive Officer, Chairman of the Board, Treasurer and Secretary