Form 8-K - Current report

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): October 12, 2023

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 October 12, 2023, Gyrodyne, LLC (the “Company”) held its 2023 annual meeting of shareholders (the “Annual Meeting”). The shareholders considered four proposals. Of the 1,482,680 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, 1,258,262 shares, or 84.86% 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: Ratification and approval of the Gyrodyne, LLC Restricted Stock Award Plan (the “Stock Plan”).

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
856,420	128,576	318	272,948

The Board of Directors of the Company had previously approved the Stock Plan effective September 5, 2023. A copy of the Stock Plan was included as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 11, 2023.

Proposal No. 2: 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
Jan H. Loeb	705,265	280,049	272,948
Nader G.M. Salour	732,037	255,262	272,948

Proposal No. 3: 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
854,360	128,867	2087	272,948

Proposal No. 4: Ratification of the engagement of Baker Tilly US, LLP as independent public accounting firm for the 2023 fiscal year. The votes were cast as follows:

FOR	AGAINST	ABSTAIN
1,133,470	123,662	1,130

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: October 13, 2023	By:	/s/ Gary Fitlin
		Gary Fitlin
	President, Chief Executive Officer,
	Chief Financial Officer and Treasurer

Document And Entity Information	Oct. 12, 2023
Document Information [Line Items]
Entity, Registrant Name	GYRODYNE, LLC
Document, Type	8-K
Document, Period End Date	Oct. 12, 2023
Entity, Incorporation, State or Country Code	NY
Entity, File Number	001-37547
Entity, Tax Identification Number	46-3838291
Entity, Address, Address Line One	One Flowerfield
Entity, Address, Address Line Two	Suite 24
Entity, Address, City or Town	St. James
Entity, Address, State or Province	NY
Entity, Address, Postal Zip Code	11780
City Area Code	631
Local Phone Number	584-5400
Title of 12(b) Security	Common Shares
Trading Symbol	GYRO
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001589061