Current Report Filing (8-k)
December 06 2021 - 4:16PM
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2021-12-06
2021-12-06
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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): December 6, 2021 (December 3, 2021)
MONMOUTH
REAL ESTATE INVESTMENT CORPORATION
(Exact
name of registrant as specified in its charter)
Maryland
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001-33177
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22-1897375
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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101
Crawfords Corner Road, Suite 1405, Holmdel, NJ
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07733
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (732) 577-9996
(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 (see General Instructions A.2. below):
☐
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Written
communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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MNR
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New
York Stock Exchange
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6.125%
Series C Cumulative Redeemable Preferred Stock
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MNR-PC
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New
York Stock Exchange
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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).
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.
On
December 3, 2021, Monmouth Real Estate Investment Corporation (the “Company”) and Kevin Miller, the Chief Financial Officer
of the Company, entered into an Employment Agreement, effective January 1, 2022, specifying the terms and conditions of Mr. Miller’s
employment. The Employment Agreement has an initial term expiring on December 31, 2024, unless otherwise terminated, and will be automatically
renewed and extended for successive one-year periods, provided that neither Mr. Miller nor the Company provides written notice to the
other party electing not to renew or extend the Employment Agreement at least 90 days prior to the expiration of the initial term or
any anniversary thereof. The Employment Agreement provides for a minimum annual base salary of $700,000 for the first year, $735,000
for the second year and $771,750 for the third year. Mr. Miller will be eligible for annual cash bonuses, in the target amount of $167,500,
based on the Company’s achievement of certain performance objectives specified in the Employment Agreement as determined by the
Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”). Mr. Miller will also be eligible
to receive equity awards of up to 12,500 shares of restricted stock each year based on achievement of performance objectives as determined
by the Compensation Committee.
Under
the Employment Agreement, if Mr. Miller’s employment is terminated by the Company without cause (as defined in the Employment Agreement)
or by Mr. Miller for good reason (as defined in the Employment Agreement), the Company shall continue to pay to Mr. Miller his base salary
plus his target annual cash bonus for the greater of (x) the remaining term of the Employment Agreement as if no termination of employment
occurred (after the application of the renewal provision thereof), but in no event for a period of time exceeding three years or (y)
one year, in each case, paid pursuant to the Company’s regular payroll practices.
The
Employment Agreement provides that, upon a change of control of the Company, Mr. Miller has the right to extend and renew the Employment
Agreement for three years from the date of the change of control. In addition, provided that Mr. Miller is actively employed by the Company
as of the consummation of a change of control, Mr. Miller shall be entitled to participate in the Executive Management Transaction Bonus
Plan, if adopted, consistent with the terms of such Executive Management Transaction Bonus Plan.
The
Employment Agreement also provides that Mr. Miller will receive certain customary benefits, including paid vacation, health benefits
and the right to participate in the Company’s 401(k) plan.
The
above summary of the Employment Agreement is qualified in its entirety by reference to the text of the Employment Agreement, which is
filed herewith as Exhibit 10.1, and incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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.
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MONMOUTH
REAL ESTATE INVESTMENT CORPORATION
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/s/
Kevin S. Miller
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KEVIN
S. MILLER
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Chief
Financial and Accounting Officer
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Date
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December
6, 2021
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