Current Report Filing (8-k)
May 24 2023 - 4:50PM
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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 24, 2023
Medalist Diversified REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | |
001-38719 | |
47-5201540 |
(State or other
jurisdiction of incorporation
or organization) | |
(Commission File Number) | |
(I.R.S. Employer
Identification No.) |
1051 E. Cary Street Suite 601
James Center Three
Richmond, VA, 23219
(Address
of principal executive offices)
(804) 344-4435
(Registrant’s telephone number, including area code)
None
(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 |
|
Name of each Exchange
on Which
Registered |
|
Trading
Symbol(s) |
Common Stock, $0.01 par value |
|
Nasdaq Capital Market |
|
MDRR |
8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value |
|
Nasdaq Capital Market |
|
MDRRP |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 May 24, 2023, in connection with the Cooperation
Agreement described in Item 8.01 below, the Board of Directors (the “Board”) of Medalist Diversified REIT, Inc. (the “Company”)
increased the size of the Board from five (5) to six (6) directors and appointed Francis P. Kavanaugh to the Board, effective May 24,
2023, for a term expiring at the Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”). The Cooperation
Agreement also provides that the Company will nominate Mr. Kavanaugh for re-election at the 2023 Annual Meeting, for a term expiring at
the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”). In addition, pursuant to the Cooperation
Agreement, Mr. Kavanaugh was appointed as a member of the previously announced Special Committee of the Board charged with the exploration
of potential strategic alternatives in order to maximize stockholder value.
The Board has determined that Mr. Kavanaugh is
an independent director as defined in the listing standards of The Nasdaq Stock Market LLC and the applicable rules of the U.S. Securities
and Exchange Commission (the “SEC”). Mr. Kavanaugh will participate in the Company’s compensation program for its independent
directors.
Other than the Cooperation Agreement, there are
no arrangements or understandings between Mr. Kavanaugh and any other person pursuant to which he was selected as a director, and Mr.
Kavanaugh is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On May 24, 2023, the Company issued a press release
announcing the appointment of Mr. Kavanaugh to the Board and the Special Committee of the Board. A copy of the press release is attached
to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The
information in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act
of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language
in such filing.
On
May 24, 2023, the Company entered into a cooperation agreement (the “Cooperation Agreement”) with Mr. Kavanaugh. The
information contained in Item 5.02 of this Current Report on Form 8-K regarding the Cooperation Agreement is incorporated by
reference into this Item 8.01.
During
the term of the Cooperation Agreement (as described below), Mr. Kavanaugh will be subject to customary standstill restrictions, including,
but not limited to, nominating, recommending for nomination or giving notice of intent to nominate or recommend for nomination a person
for election at any annual or special meeting of stockholders at which the Company’s directors are to be elected (a “Stockholder
Meeting”), initiating, encouraging or participating in any solicitation of proxies or consents in respect of any election contest
or removal contest at any Stockholder Meeting with respect to the Company’s directors, and submitting, initiating, making or being
a proponent of any stockholder proposal for consideration at, or bringing any business before, any Stockholder Meeting.
The
term of the Cooperation Agreement begins on May 24, 2023 and continues until the earlier of (i) the day following the 2024 Annual Meeting,
(ii) the consummation of a sale of all or substantially all of the assets of the Company, (iii) the consummation of a merger or other
business combination, or (iv) Mr. Kavanaugh’s resignation from the Board.
The
foregoing summary of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Cooperation Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated
herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to
the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
MEDALIST DIVERSIFIED REIT, INC. |
|
|
|
Dated: May 24, 2023 |
By: |
/s/ Thomas E. Messier |
|
|
Thomas E. Messier |
|
|
Chief Executive Officer, Chairman of the Board, Treasurer and Secretary |
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