Current Report Filing (8-k)

Date : 05/23/2019 @ 12:01PM
Source : Edgar (US Regulatory)
Stock : Innovative Industrial Properties Inc (IIPR)
Quote : 85.48  2.93 (3.55%) @ 12:59AM
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Current Report Filing (8-k)

 

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 21, 2019

 

 

 

Innovative Industrial Properties, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-37949   81-2963381

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File No.)

 

(I.R.S. Employer

Identification No.)

 

11440 West Bernardo Court, Suite 220

San Diego, California 92127

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (858) 997-3332

 

 

 

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 Instruction A.2. below):

 

¨ 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    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.     ¨

 

Securities Registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   IIPR   New York Stock Exchange
Series A Preferred Stock, par value $0.001 per share   IIPR-PA   New York Stock Exchange

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Amendments to Director Compensation Policy

 

On May 22, 2019, the Board of Directors (the “Board”) of Innovative Industrial Properties, Inc. (the “Company”) approved revisions to the Company’s Director Compensation Policy effective as of May 21, 2019 (the “Director Compensation Policy”). Under the revised Director Compensation Policy, each of the Company’s non-employee directors receives an annual fee of $50,000 in cash (except in the case of Mr. Kreitzer, who serves as vice chairman of the Board and receives an annual retainer of $100,000 in cash) and an annual retainer of $80,000 payable in restricted shares of common stock under the Company’s 2016 Omnibus Incentive Plan (the “Plan”) (except in the case of Mr. Kreitzer, who receives an annual retainer of $100,000 payable in restricted shares of common stock under the Plan), which vest in their entirety one year from the date of grant. The audit committee chair receives an additional annual retainer of $10,000 in cash and any other committee chair receives an additional annual retainer of $5,000 in cash. All members of the Board continue to be reimbursed for their costs and expenses in attending Board meetings.

 

The Company also will grant $80,000 in restricted shares of common stock under the Plan to each non-employee director who is initially elected or appointed to the Board on the date of such initial election or appointment, which vest in their entirety one year from the date of grant.

 

Directors who are employees of the Company or its subsidiaries do not receive compensation for their service as directors.

 

A copy of the Director Compensation Policy is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the Director Compensation Policy is qualified in its entirety by reference to the full text of the Director Compensation Policy.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 22, 2019, the Company held its Annual Meeting of Stockholders, at which the stockholders voted on proposals as follows:

 

Proposal 1: Election of five directors, each to serve until the 2020 annual meeting of stockholders and until his successor is duly elected and qualified.

 

    Votes For   Votes Withheld   Broker Non-Votes
Alan Gold   3,435,276     440,694     4,702,865
Gary Kreitzer   2,843,778     1,032,192     4,702,865
Scott Shoemaker   2,356,861     1,519,109     4,702,865
Paul Smithers   3,788,496     87,474     4,702,865
David Stecher   2,843,931     1,032,039     4,702,865

 

Proposal 2: Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.

 

Votes For   Votes Against   Abstentions  

8,465,006

 

36,983

 

76,846

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On May 23, 2019, the Company posted an investor presentation to its website located at http://investors.innovativeindustrialproperties.com/. A copy of the investor presentation is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

The information contained in this Item 7.01, including Exhibit 99.1 referenced herein, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number

 

Description of Exhibit

   
10.1   Director Compensation Policy.
99.1   Innovative Industrial Properties, Inc. Investor Presentation, dated May 23, 2019.
     

 

 

 

  

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: May 23, 2019       INNOVATIVE INDUSTRIAL PROPERTIES, INC.  
         
        By:  

/s/ Catherine Hastings

 
        Name:   Catherine Hastings  
        Title:   Chief Financial Officer, Chief Accounting
Officer and Treasurer
 
       

 

 

 

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