Modiv Industrial Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Real Estate Investment Trusts
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 23, 2025
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (888 ) 686-6348
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 23, 2025, Modiv Industrial, Inc. (the “Registrant”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for or against or withheld and the number of abstentions and broker non-votes with respect to each matter, as applicable. The matters are described in detail in the Registrant’s definitive proxy statement as filed with the Securities and Exchange Commission on Schedule 14A on April 30, 2025.
Proposal No. 1 – The election of five directors for a term expiring at the 2026 annual meeting of stockholders and until their successors are duly elected and qualify
All of the director nominees listed below were elected by the Registrant’s stockholders to hold office until the next annual meeting of stockholders in 2026 and until his or her respective successor has been duly elected and qualifies or until his or her earlier resignation or removal, as follows:
Nominee | Votes For | Withheld | Broker Non-Votes | |||||||||||||||||
Aaron S. Halfacre | 4,925,283 | 377,949 | 1,450,535 | |||||||||||||||||
Christopher Gingras | 4,950,681 | 352,551 | 1,450,535 | |||||||||||||||||
Thomas H. Nolan, Jr. | 4,909,977 | 393,255 | 1,450,535 | |||||||||||||||||
Kimberly Smith | 4,522,837 | 780,395 | 1,450,535 | |||||||||||||||||
Connie Tirondola | 4,902,431 | 400,801 | 1,450,535 | |||||||||||||||||
Proposal No. 2 – The ratification of the appointment of Grant Thornton LLP as the Registrant’s independent registered public accounting firm for the year ending December 31, 2025
The Registrant’s stockholders ratified the appointment of Grant Thornton LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2025, as follows:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 6,399,208 | 158,516 | 196,043 | ||||||||||||
Proposal No. 3 – Approval, on an advisory (non-binding) basis, of the compensation paid to the Registrant’s named executive officers for the year ended December 31, 2024
The Registrant’s stockholders approved, on an advisory (non-binding) basis, the compensation paid to the Registrant’s named executive officers for the year ended December 31, 2024, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 4,379,730 | 524,744 | 398,758 | 1,450,535 | |||||||||||||||||
Proposal No. 4 – Approval to approve the Reverse Stock Split Proposal
The Registrant’s stockholders did not approve the adoption of the Reverse Stock Split Proposal, which required an affirmative vote of a majority of the 10,108,147 shares outstanding on the April 24, 2025 record date, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 4,420,099 | 631,924 | 251,209 | 1,450,535 | |||||||||||||||||
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 hereunto duly authorized.
MODIV INDUSTRIAL, INC. (Registrant) | |||||||||||
| By: | /s/ RAYMOND J. PACINI | ||||||||||
| Name: | Raymond J. Pacini | ||||||||||
| Title: | Chief Financial Officer | ||||||||||
Date: July 24, 2025
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