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 3, 2017
FARMLAND PARTNERS INC.
(Exact name of registrant as specified in its charter)
Maryland |
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001-36405 |
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46-3769850 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
4600 S. Syracuse Street, Suite 1450 |
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80237 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (720) 452-3100
Not Applicable
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 x
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. x
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.
The Board of Directors (the Board) of Farmland Partners Inc. (the Company) previously approved, subject to stockholder approval, the Companys Second Amended and Restated 2014 Equity Incentive Plan (the Second Amended Plan). At the Companys Annual Meeting of Stockholders held on May 3, 2017 (the Annual Meeting), the Companys stockholders approved the Second Amended Plan, which increases the number of shares of the Companys common stock reserved for issuance by 650,781 shares, from 615,070 shares to 1,265,851 shares, extends the term of the Second Amended Plan to 2027, and sets an annual limit on non-employee director compensation.
The foregoing brief description is qualified in its entirety by the text of the Second Amended Plan, a copy of which is incorporated herein by reference as Exhibit 10.1 hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the stockholders of the Company approved all of the proposals presented, which are described in detail in the Companys Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on March 23, 2017 (the Proxy Statement). Holders of 24,369,065 shares of the Companys common stock were present in person or represented by proxy at the Annual Meeting.
The following are the voting results of the proposals submitted to the Companys stockholders at the Annual Meeting:
Proposal 1: To elect the eight director nominees named in the Proxy Statement.
Director Nominee |
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For |
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Withheld |
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Broker Non-Votes |
Jay B. Bartels |
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10,118,255 |
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2,731,491 |
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11,519,319 |
D. Dixon Boardman |
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12,406,466 |
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443,280 |
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11,519,319 |
John C. Conrad |
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12,547,131 |
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302,615 |
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11,519,319 |
Chris A. Downey |
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12,555,762 |
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293,984 |
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11,519,319 |
Thomas S.T. Gimbel |
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12,413,973 |
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435,773 |
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11,519,319 |
Joseph W. Glauber |
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10,453,227 |
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2,396,519 |
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11,519,319 |
Paul A. Pittman |
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12,417,458 |
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432,288 |
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11,519,319 |
Darell D. Sarff |
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9,578,669 |
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3,271,077 |
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11,519,319 |
Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the Companys fiscal year ending December 31, 2017.
For |
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Against |
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Abstentions |
24,112,767 |
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171,746 |
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84,552 |
Proposal 3: To approve the Second Amended Plan.
For |
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Against |
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Abstentions |
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Broker Non-Votes |
11,635,099 |
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1,014,490 |
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200,157 |
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11,519,319 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
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Description |
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10.1 |
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Second Amended and Restated Farmland Partners Inc. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Registration Statement on Form S-8 (File No. 333-217669)). |
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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FARMLAND PARTNERS INC. | ||
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Dated: May 4, 2017 |
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By: |
/s/ Luca Fabbri |
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Luca Fabbri |
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Chief Financial Officer and Treasurer |