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): June 4, 2018 (May 30, 2018)
Global
Medical REIT Inc.
(Exact name of registrant as specified in its charter)
Maryland | 001-37815 | 46-4757266 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer 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)) |
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 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2018 annual meeting of stockholders of Global Medical REIT Inc. (the “Company”) that was held on May 30, 2018, the Company’s stockholders: (i) elected the eight nominated directors to the Company’s Board of Directors (the “Board”), (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, (iii) recommended, on an advisory basis, that future advisory votes on named executive officer compensation be conducted every year, and (iv) ratified the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018. The full results of the matters voted on at the annual meeting of stockholders are set forth below:
Proposal 1 — Election of Directors:
Nominee for Director |
For |
Withheld |
Broker Non-Votes |
Jeffrey Busch | 10,983,735 | 198,961 | 8,596,140 |
Henry Cole | 10,980,303 | 202,393 | 8,596,140 |
Matthew L. Cypher, Ph. D. | 9,707,873 | 1,474,823 | 8,596,140 |
Zhang Jingguo | 7,213,412 | 3,970,590 | 8,594,833 |
Ronald Marston | 9,697,707 | 1,484,989 | 8,596,140 |
Dr. Roscoe Moore | 9,708,910 | 1,473,786 | 8,596,140 |
Zhang Huiqi | 7,211,419 | 3,972,583 | 8,594,833 |
Lori Beth Wittman | 11,015,482 | 167,214 | 8,596,140 |
Proposal 2 — Advisory Vote on Named Executive Officer Compensation:
For | Against | Abstain | Broker Non-Votes | |||
8,957,381 | 1,607,637 | 617,676 | 8,596,142 |
Proposal 3 — Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation:
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
10,062,430 | 58,088 | 742,939 | 319,236 | 8,596,143 |
Proposal 4 — Ratification of Appointment of Independent Registered Public Accounting Firm:
For | Against | Abstain | Broker Non-Votes | |||
19,594,011 | 75,298 | 108,220 | 1,307 |
Item 7.01 | Regulation FD Disclosure. |
The Company issued a press release on June 4, 2018 regarding Lori Beth Wittman’s election to the Company’s Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.
On June 4, 2018, the Company also updated an investor presentation concerning the Company on its website, www.globalmedicalreit.com, on the “Investors” page. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.
Such press release and investor presentation shall not be deemed “filed” for any purpose, including for the 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. The information in this Item 7.01, as well as Exhibit 99.1 and Exhibit 99.2, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit No. | Description | |
99.1 | Press Release issued June 4, 2018. | |
99.2 | Investor Presentation dated June 4, 2018. |
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 | |||
Dated: June 4, 2018 |