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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): June 2, 2020

 

 

 

Innovative Industrial Properties, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-37949   81-2963381

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File No.)

 

(I.R.S. Employer

Identification No.)

 

1389 Center Drive, Suite 200

Park City, Utah 84098

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (858) 997-3332

 

 

 

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 Instruction A.2. below):

 

¨ 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. ¨

 

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, par value $0.001 per share   IIPR   New York Stock Exchange
Series A Preferred Stock, par value $0.001 per share   IIPR-PA   New York Stock Exchange

 

 

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 3, 2020, Innovative Industrial Properties, Inc. (the “Company”) filed Articles of Amendment (“Articles of Amendment”) to the Articles of Amendment and Restatement of the Company with the Maryland State Department of Assessments and Taxation in order to allow both directors and stockholders to amend the Company’s bylaws in accordance with the provisions of the bylaws. The Articles of Amendment were duly approved by the Company’s stockholders at the annual meeting of stockholders held on June 2, 2020 (the “Annual Meeting of Stockholders”) and were effective upon filing. A description of the material terms of the Articles of Amendment can be found in the section of the Definitive Proxy Statement on Schedule 14A filed by the Company on April 17, 2020 entitled “Proposal 3: Amendment to Charter to Provide Stockholders with the Ability to Amend Our Bylaws” and is incorporated by reference into this Current Report on Form 8-K.

 

In addition, effective upon the filing of the Articles of Amendment on June 3, 2020, the Company adopted amended and restated bylaws of the Company (the “Second Amended and Restated Bylaws”), which allow for the bylaws to be adopted, altered or repealed by the board of directors or by the stockholders of the Company, by the affirmative vote of a majority of the outstanding shares entitled to vote on the matter.

 

The foregoing summary is qualified in its entirety by reference to the Articles of Amendment and the Second Amended and Restated Bylaws, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

 

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

 

On June 2, 2020, the Company held its Annual Meeting of Stockholders, at which the stockholders voted on proposals as follows:

 

Proposal 1: Election of six directors, each to serve until the 2021 annual meeting of stockholders and until his or her successor is duly elected and qualified.

 

    Votes For   Votes Withheld   Broker Non-Votes
Alan Gold   8,335,866   472,868   5,357,533
Gary Kreitzer   8,688,727   120,007   5,357,533
Mary Curran   8,759,275   49,459   5,357,533
Scott Shoemaker   8,508,023   300,711   5,357,533
Paul Smithers   8,758,593   50,141   5,357,533
David Stecher   8,758,294   50,440   5,357,533

 

Proposal 2: Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
14,031,318   77,995   56,954  

 

Proposal 3: Approval of Articles of Amendment.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
8,661,752   102,980   44,002   5,357,533

 

Proposal 4: Advisory vote on the compensation of the Company’s named executive officers.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
8,401,721   332,080   74,933   5,357,533

 

 

 

 

Proposal 5: Advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.

 

3 Years   2 Years   1 Year   Abstain   Broker Non-Votes
4,000,912   156,665   4,600,618   50,539   5,357,533

 

More than a majority of the votes cast at the Annual Meeting of Stockholders recommended that the Company hold future advisory votes on executive compensation on an annual basis.  In light of these voting results and other factors, the board of directors determined that the Company will hold future advisory votes on executive compensation on an annual basis until the next required non-binding advisory vote on the frequency of such votes on executive compensation. The Company is required to hold advisory votes on frequency every six years.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number
  Description of Exhibit
3.1   Articles of Amendment of Innovative Industrial Properties, Inc.
3.2   Second Amended and Restated Bylaws of Innovative Industrial Properties, Inc.
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.

 

Date: June 4, 2020 INNOVATIVE INDUSTRIAL PROPERTIES, INC.
     
  By: /s/ Catherine Hastings
  Name:  Catherine Hastings
  Title: Chief Financial Officer, Chief Accounting Officer and Treasurer

 

 

 

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