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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 16, 2021

 

MONMOUTH REAL ESTATE INVESTMENT CORPORATION

(Exact name of registrant as specified in its charter)

 

Maryland   001-33177   22-1897375
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

101 Crawfords Corner Road, Suite 1405, Holmdel, NJ   07733
(Address of principal executive offices)   (Zip Code)

 

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):

 

☐ Written communications pursuant to Rule 425 under 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
Common Stock   MNR   New York Stock Exchange
6.125% Series C Cumulative Redeemable Preferred Stock   MNR-PC   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. ☐

 

 

 

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

As previously announced, on October 12, 2021, Monmouth Real Estate Investment Corporation (the “Company”) received written notice from the New York Stock Exchange (“NYSE”) that the Company is not in compliance with the NYSE rules for continued listing because the Company did not hold an annual meeting of shareholders during its fiscal year ended September 30, 2021, as required by Section 302 of the NYSE Listed Company Manual.

 

As disclosed in Item 5.07 of this Current Report on Form 8-K, the Company held an annual meeting of its shareholders on December 16, 2021. As a result, on December 17, 2021, the Company received notice from the NYSE that the Company is back in compliance with the NYSE continued listing standards set forth in Section 302 of the NYSE Listed Company Manual.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On December 16, 2021, the Company held an annual meeting of its shareholders (the “Meeting”). There were 98,339,416 shares of common stock entitled to vote and a total of 82,041,814 shares (83.42%) were represented in person or by proxy at the Meeting. The proposals submitted to the vote of the shareholders and the results of the vote were as follows:

 

Proposal 1 – The election of four Class III Directors, each to hold office until the 2024 annual meeting of shareholders and until their successor is duly elected and qualifies:

 

Director   For     Withhold     Broker
Non-Votes 		 
Catherine B. Elflein     52,634,378       18,122,479       11,284,957  
Eugene W. Landy     53,450,113       17,306,744       11,284,957  
Michael P. Landy     57,276,462       13,480,395       11,284,957  
Samuel A. Landy     53,776,997       16,979,860       11,284,957  

 

Proposal 2 – To ratify the appointment of PKF O’Connor Davies, LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022:

 

    No. of Votes  
For     81,382,315  
Against     541,919  
Abstain     117,580  
Broker Non-Votes     0  

 

Proposal 3 – To approve an advisory resolution for the compensation of our executive officers for the fiscal year ended September 30, 2021, as more particularly described in the Proxy Statement with respect to the Meeting:

 

    No. of Votes  
For     66,976,308  
Against     3,267,837  
Abstain     512,712  
Broker Non-Votes     11,284,957  

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.    
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

 

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.

 

  MONMOUTH REAL ESTATE INVESTMENT CORPORATION
   
  /s/ Kevin S. Miller
  KEVIN S. MILLER
  Chief Financial and Accounting Officer
   
  Date December 17, 2021

 

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