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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): August 23, 2022

Modiv Inc.
(Exact name of registrant as specified in its charter)

Maryland
001-40814
47-4156046
(State or other jurisdiction(Commission(I.R.S. Employer
of incorporation)File Number)Identification No.)

120 Newport Center Drive
Newport Beach, California
92660
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (888) 686-6348

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))

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

Title of each class Trading Symbol(s) Name of each exchange on which registered
Class C Common Stock, $0.001 par value per share
MDV
New York Stock Exchange
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share
 
MDV.PA
 
New York Stock Exchange



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. ☐
2


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

On August 23, 2022, Modiv Inc. (the “Registrant”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for or against or withheld and the number of abstentions and broker non-votes with respect to each matter, as applicable. The matters are described in detail in the Registrant’s definitive proxy statement as filed with the Securities and Exchange Commission on Schedule 14A on June 15, 2022.

Proposal No. 1 – The election of seven directors for a term expiring at the 2023 annual meeting of stockholders and until their successors are duly elected and qualify

All of the director nominees listed below were elected by the Registrant’s stockholders to hold office until the next annual meeting of stockholders in 2023 and until his respective successor has been duly elected and qualifies or until his earlier resignation or removal, as follows:

NomineeVotes ForWithheldBroker Non-Votes
Aaron S. Halfacre3,071,967811,259448,982
Adam Markman3,114,267768,959448,982
Asma Ishaq
3,055,648827,578448,982
Curtis B. McWilliams3,107,883775,343448,982
Thomas H. Nolan, Jr.3,108,062775,164448,982
Kimberley Smith3,115,193768,033448,982
Connie Tirondola3,104,299778,927448,982

Proposal No. 2 – The ratification of the appointment of Baker Tilly US, LLP as the Registrant’s independent registered public accounting firm for the year ending December 31, 2022

The Registrant’s stockholders of record ratified the appointment of Baker Tilly US, LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2022, as follows:

Votes ForVotes AgainstAbstentions
3,734,258269,460328,490

Proposal No. 3 – Approval on an advisory (non-binding) basis the compensation paid to the Registrant’s named executive officers for the year ended December 31, 2021.

The Registrant’s stockholders of record approved on an advisory (non-binding) basis, the compensation paid to the Registrant’s named executive officers for the year ended December 31, 2021, as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
2,611,453828,041443,732448,982

Proposal No. 4 – Approval on an advisory (non-binding) basis, the frequency (whether every one year, every two years, or every three years) of future stockholder say on pay votes

The Registrant’s stockholders of record approved on an advisory (non-binding) basis, the frequency (whether every one year, every two years, or every three years) of future stockholder say on pay votes, as follows:

One YearTwo YearsThree YearsAbstentions
3,236,784138,438148,588359,416


3




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.

MODIV INC.
(Registrant) 
By:/s/ RAYMOND J. PACINI
Name:Raymond J. Pacini
Title:Chief Financial Officer

Date: August 24, 2022


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