Presidio Property Trust Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.07. Submission of Matters to Vote of Security Holders.
(a) On June 2, 2025, Presidio Property Trust, Inc. (“Company”) held, in virtual meeting format, its 2025 Annual Meeting of Stockholders (“Annual Meeting”). Of the 14,154,032 shares of common stock issued and outstanding and eligible to vote as of the close of business on the record date of March 31, 2025, 8,933,350 shares, or 63.11% of the eligible shares, were present virtually or represented by proxy at the Annual Meeting, and therefore, a quorum was present. All share numbers in this current report on Form 8-K have not been adjusted to give retroactive effect to the reverse stock split of the Company’s outstanding shares of common stock on May 19, 2025.
(b) The proposals voted on at the Annual Meeting are more fully described in the Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on April 17, 2025.
The voting results reported herein are the final, certified voting results for each proposal presented at the Annual Meeting, as reported by the Inspector of Election appointed for the Annual Meeting. Such results were as follows:
Proposal 1: The Company’s two (2) director nominees were re-elected to serve on the Company’s board of directors until the Company’s 2028 annual meeting of stockholders and until their respective successors have been duly elected and qualified, as follows:
| DIRECTOR | FOR | WITHHELD | ||
| Jennifer A. Barnes | 4,045,151 | 480,855 | ||
| Tracie Hager | 4,065,724 | 460,282 |
Proposal 2: The appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified, as follows:
| FOR | AGAINST | ABSTAIN | ||
| 8,649,682 | 185,824 | 97,844 |
Proposal 3: An amendment and restatement of the Company’s 2017 Incentive Award Plan (the “Plan”) to (i) increase the number of shares available for issuance thereunder to 4,500,000 from 3,500,000 shares of common stock and (ii) revise the Plan’s evergreen provision to, on April 1st and October 1st of each year, automatically increase the maximum number of shares of common stock available under the Plan to 15% of the Company’s outstanding shares of common stock, if on such date 4,500,000 shares constitute less than 15% of the Company’s then-outstanding shares of common stock was approved, as follows:
| FOR | AGAINST | ABSTAIN | ||
| 2,888,436 | 1,122,595 | 514,975 |
Proposal 4: An amendment to the Company’s charter to increase the number of authorized shares of preferred stock from 1,000,000 authorized shares to 2,000,000 shares was not approved, as follows:
| FOR* | AGAINST | ABSTAIN | ||
| 3,354,810 | 576,855 | 594,341 |
*While 85.32% of the votes cast on this proposal were in favor of the proposal, the proposal requires the affirmative vote of a majority of all the votes entitled to be cast on the matter in order to be approved.
Proposal 5: An amendment to the Company’s charter to clarify the time period required for submission of notice of intent to cumulate votes in the election of directors was not approved, as follows:
| FOR* | AGAINST | ABSTAIN | ||
| 3,579,135 | 367,327 | 579,544 |
*While 90.69% of the votes cast on this proposal were in favor of the proposal, the proposal requires the affirmative vote of a majority of all the votes entitled to be cast on the matter in order to be approved.
Proposal 6: The non-binding, advisory vote to approve executive compensation (“Say on Pay”) was approved, as follows:
| FOR | AGAINST | ABSTAIN | ||
| 3,456,567 | 463,104 | 606,335 |
Proposal 7: The non-binding, advisory vote on the frequency of every three years for Say on Pay was approved as follows:
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | |||
| 1,084,569 | 58,435 | 3,251,089 | 131,913 |
(c) Not applicable.
(d) The Company considered the outcome of the advisory vote on Say on Pay reported above and determined, as recommended by the Company’s Board of Directors in the proxy statement for the Annual Meeting, that the Company will hold future Say on Pay votes every three years (or until the occurrence of the next advisory vote on the frequency of Say on Pay). The next advisory vote regarding the frequency of Say on Pay is expected to occur at the Company’s 2031 Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Title or Description | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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 2, 2025 | PRESIDIO PROPERTY TRUST, INC. | |
| By: | /s/ Ed Bentzen | |
| Ed Bentzen | ||
| Chief Financial Officer | ||