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 24, 2019

__________________

 

 

GYRODYNE, LLC

 

___________________

 

(Exact name of Registrant as Specified in its Charter)

 

New York

 

001-37547

 

46-3838291

(State or other jurisdiction

 

(Commission File

 

(I.R.S. Employer

of incorporation)

 

Number)

 

Identification No.)

 

 

ONE FLOWERFIELD

SUITE 24

ST. JAMES, NEW YORK 11780

___________________

(Address of principal executive

offices) (Zip Code)

 

(631) 584-5400

____________________

Registrant’s telephone number,

including area code

 

N/A

__________________

(Former name or former address, if changed since last report.)

 

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common   Shares of   Limited

Liability   Company   Interests

  GYRO

Nasdaq   Capital   Market  

 

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 (§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 5.07       Submission of Matters to a Vote of Security Holders

 

 

On June 24, 2019, Gyrodyne, LLC (the “Company”) held its 2019 annual meeting of shareholders (the “Annual Meeting”). The shareholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 24, 2019. Of the 1,482,680 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, 1,379,754 shares, or 93.06% of the eligible common stock, were present either in person or represented by proxy. Set forth below are the results of the matters submitted for a vote at the Annual Meeting.

 

 

Proposal No. 1: Election of two (2) directors to serve for a term of three years, and until their respective successors shall have been duly elected and qualified. The votes were cast as follows:

 

DIRECTOR

FOR

WITHHOLD

BROKER

NON-VOTE

 

Paul L. Lamb

 

513,797

 

217,255

 

648,702

 

Richard B. Smith

 

516,122

 

214,930

 

648,702

 

 

Proposal No. 2: Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the definitive proxy statement. The votes were cast as follows:

 

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

 

512,695

 

218,206

 

151

 

648,702

 

 

 

 

Proposal No. 3: Determine, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers. The votes were cast as follows:

 

1 YEAR

2 YEARS

3 YEARS

ABSTAIN

BROKER NON-VOTE

 

591,866

 

1,854

 

23,728

 

106,404

 

655,902

 

Proposal No. 4: Ratification of the engagement of Baker Tilly Virchow Krause, LLP as independent public accounting firm for the 2019 fiscal year. The votes were cast as follows:

 

FOR

AGAINST

ABSTAIN

1,150,522

228,571

661

 

 

 

 

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, thereunto duly authorized.

 

 

GYRODYNE, LLC

 

 

 

 

 

 

 

 

 

Dated: June 27, 2019   

By:

/s/ Gary Fitlin

 

 

 

Gary Fitlin

 

 

 

President and Chief Executive Officer