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 3, 2019 (May 29, 2019)

____________________

 

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)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:   Trading Symbol:   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

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e) As described below under Item 5.07, at the 2019 annual meeting of stockholders of Global Medical REIT Inc. (the “Company”) held on May 29, 2019 (the “2019 Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s 2016 Equity Incentive Plan (the “Plan”) to increase the number of shares reserved for issuance thereunder by 1,000,000 shares, which was previously approved by the Company’s Board of Directors. The Plan is further described under “Proposal 3 – Amendment to 2016 Equity Incentive Plan” in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 18, 2019, and is qualified in its entirety by reference to the full text of the Plan, a copy of which is being filed as Exhibit 10.1 to this Form 8-K.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

At the 2019 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, (iii) approved an amendment to the Company’s 2016 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 1,000,000 shares, and (iv) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019. 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   Against   Abstain   Broker Non-Votes  
Jeffrey M. Busch   17,463,331   645,821   51,375   10,743,554  
Matthew Cypher   13,512,545   4,614,106   33,875   10,743,555  
Zhang Jingguo   17,016,873   1,103,863   `39,792   10,743,553  
Ronald Marston   13,093,788   5,030,963   35,775   10,743,555  
Roscoe Moore, Jr.   9,779,387   8,347,656   33,483   10,743,555  
Henry E. Cole   17,438,752   688,400   33,375   10,743,554  
Zhang Huiqi   17,439,041   682,215   39,272   10,743,553  
Paula R. Crowley   17,951,366   183,446   25,716   10,743,553  
Lori Wittman   17,470,238   664,424   25,866   10,743,553  

 

 Proposal 2 — Advisory Vote on Named Executive Officer Compensation:

 

For   Against   Abstain   Broker Non-Votes  
11,668,059   5,505,325   987,139   10,743,558  

 

Proposal 3 — Amendment to the Company’s 2016 Equity Incentive Plan to Increase the Number of Shares Reserved For Issuance Thereunder by 1,000,000 Shares:

 

For   Against   Abstain   Broker Non-Votes  
16,457,951   1,584,944   117,631   10,743,555  

 

Proposal 4 — Ratification of Appointment of Independent Registered Public Accounting Firm:

 

For   Against   Abstain   Broker Non-Votes  
28,732,042   43,373   128,666   0  

 

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Item 7.01 Regulation FD Disclosure.

 

On May 31, 2019, the Company updated a presentation concerning the Company on its website, www.globalmedicalreit.com, on the “Investors” page. A copy of the investor presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure. Such 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, 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    
Number   Description
     
10.1   Global Medical REIT Inc. 2016 Equity Incentive Plan (as amended through May 29, 2019).
99.1   Investor Presentation dated June 2019.

 

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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 3, 2019

 

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