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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): May 28, 2021 (May 26, 2021)

 

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)

(IRS 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)

 

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 Symbols:   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

 

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 5.02Departure 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 2021 annual meeting of stockholders of Global Medical REIT Inc. (the “Company”) held on May 26, 2021 (the “2021 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 1,500,000 shareswhich was previously approved by the Company’s Board of Directors. The Plan is described in detail 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 16, 2021, and the foregoing description 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 and is incorporated herein by reference.

 

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

 

At the 2021 Annual Meeting, the Company’s stockholders: (i) elected the eight nominated directors to the Company’s Board of Directors, each to serve until the Company’s 2022 annual meeting of stockholders and until her or his successor is duly elected and qualifies, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, (iii) approved an amendment to the Plan to increase the number of shares reserved for issuance thereunder by 1,500,000 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, 2021. 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   38,917,465   1,818,398   73,339   10,548,055  
Matthew Cypher   40,396,660   339,685   72,858   10,548,054  
Ronald Marston   40,305,004   442,145   62,056   10,548,052  
Roscoe Moore, Jr.   40,271,561   454,787   82,856   10,548,053  
Henry E. Cole   40,211,503   524,472   73,228   10,548,054  
Zhang Huiqi   40,613,480   113,667   82,055   10,548,055  
Paula R. Crowley   40,573,930   165,580   69,693   10,548,054  
Lori Wittman   40,440,941   309,371   58,889   10,548,056  

 

 Proposal 2 — Advisory Vote on Named Executive Officer Compensation:

 

For   Against   Abstain   Broker Non-Votes  
37,255,137   2,854,082   699,980   10,548,058  

 

Proposal 3 — Amendment to the Company’s 2016 Equity Incentive Plan to Increase the Number of Shares Reserved for Issuance Thereunder by 1,500,000 Shares:

 

For   Against   Abstain   Broker Non-Votes  
38,396,075   2,252,635   160,492   10,548,055  

 

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

 

For   Against   Abstain   Broker Non-Votes  
51,194,351   92,026   70,880   0  

 

 

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit No.   Description
10.1   Global Medical REIT Inc. 2016 Equity Incentive Plan (as amended through May 26, 2021)
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 

 

 

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
       
Date:  May 28, 2021