Additional Proxy Soliciting Materials (definitive) (defa14a)
December 31 2020 - 5:07PM
Edgar (US Regulatory)
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):
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December
31, 2020
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MONMOUTH
REAL ESTATE INVESTMENT CORPORATION
(Exact
name of registrant as specified in its charter)
Maryland
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001-33177
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22-1897375
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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101
Crawfords Corner Road, Suite 1405, Holmdel, NJ
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07733
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (732) 577-9996
(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 (see General Instructions A.2. below):
☐
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Written
communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
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☒
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered or to be registered pursuant to Section 12(b) of the Act.
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on
which registered
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Common
Stock
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MNR
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New
York Stock Exchange
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6.125%
Series C Cumulative Redeemable Preferred Stock
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MNR-PC
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New
York Stock Exchange
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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
7.01. Regulation FD Disclosure
Monmouth
Real Estate Investment Corporation (the “Company”) today issued a press release disclosing that, as of the deadline
for receipt of such notices, Blackwells Capital LLC (“Blackwells”), a stockholder of the Company, has provided notice
of its intention to nominate four candidates to stand for election to the Company’s Board of Directors (the “Board”)
and make six nonbinding stockholder proposals and Land & Buildings Investment Management, LLC (“Land & Buildings”),
a stockholder of the Company, has provided notice of its intention to nominate four candidates to stand for election to the Board
and submit one non-binding proposal to be voted on at the Company’s 2021 Annual Meeting of Stockholders.
A
copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01
by reference.
Item
8.01. Other Events
The
Company has received from Blackwells notice of its intention to nominate four candidates to stand for election to the Board and
make six nonbinding stockholder proposals and from Land & Buildings notice of its intention to nominate four candidates to
stand for election to the Board and make one nonbinding stockholder proposal to be voted on at the Company’s 2021 Annual
Meeting of Stockholders. The Board’s Nominating and Corporate Governance Committee intends to review Blackwells’ and
Land & Buildings’ notices of proposed director nominations and stockholder proposals, and make its recommendations regarding
the foregoing to the Board.
Item
9.01. Financial Statements and Exhibits.
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.
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Monmouth
Real Estate Investment Corporation
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Dated:
December 31, 2020
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By:
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/s/
Kevin S. Miller
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Kevin
S. Miller
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Chief
Financial Officer, its principal financial
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officer
and principal accounting officer
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