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
Date of Report (Date of earliest event
reported): September 3, 2020 (
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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 Vote
on 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 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 to holders of its Series A Cumulative Redeemable Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), of record as of October 15, 2020, to be paid on October 31, 2020. This dividend represents the Company’s quarterly dividend 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 | |||