Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On May 7, 2020, Griffin Industrial Realty, Inc. ("Griffin" or "Registrant") held its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, Griffin's stockholders approved the Griffin Industrial Realty, Inc. and Griffin Industrial, LLC 2020 Incentive Award Plan (the "Plan"), which was previously approved by Griffin's Board of Directors. The Plan replaces the Griffin Industrial Realty, Inc. 2009 Stock Option Plan (the "2009 Plan"), however, all stock options outstanding under the 2009 Plan remain outstanding in accordance with their terms.

Under the Plan, Griffin may grant awards with respect to up to 300,000 shares of common stock (subject to adjustment in the event of stock splits and other similar events as described in the Plan), plus any shares of common stock subject to awards under the 2009 Plan that are forfeited or expire, are converted to shares of another entity, or are settled for cash, after the date of the Annual Meeting. Awards can be granted under the Plan to our employees, consultants, and non-employee directors. The Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, partnership interests, dividend equivalents and other stock- or cash-based awards.

The foregoing summary of the Plan is qualified in its entirety by reference to the complete text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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

(a) Annual Meeting of Stockholders of Griffin Industrial Realty, Inc.: May 7, 2020

(b) Proposal 1: Election of Directors. The following persons were elected as


    Directors to serve until the 2021 Annual Meeting of Stockholders and until
    their successors are duly elected and qualified, representing all of the
    directors:

    1) Mr. David R. Bechtel was elected a Director with 4,695,782 votes for, 43,721
    against and 826 abstentions.

    2) Mr. Edgar M. Cullman, Jr. was elected a Director with 4,657,471 votes for,
    81,984 against and 874 abstentions.

    3) Mr. Frederick M. Danziger was elected a Director with 4,657,564 votes for,
    81,839 against and 926 abstentions.

    4)  Mr. Gordon F. DuGan was elected a Director with 4,657,420 votes for, 82,035
    against and 874 abstentions.

    5)  Mr. Michael S. Gamzon was elected a Director with 4,664,811 votes for,
    74,692 against and 826 abstentions.

    6)  Mr. Jonathan P. May was elected a Director with 4,704,450 votes for, 35,053
    against and 826 abstentions.

    7)  Ms. Molly North was elected a Director with 4,712,181 votes for, 27,322
    against and 826 abstentions.



  8) Ms. Amy Rose Silverman was elected a Director with 4,709,042 votes for, 30,361
  against and 926 abstentions.


  9) Mr. Albert H. Small, Jr. was elected a Director with 4,664,579 votes for,
  74,924 against and 826 abstentions.

  There were 220,307 broker non-votes for each nominee.

  Proposal 2: The selection of RSM US LLP as Griffin's independent registered
  public accountants for fiscal 2020 was ratified with 4,957,978 votes for, 2,608
  votes against and 50 abstentions.

  Proposal 3: The approval, on an advisory (non-binding) basis, of a resolution
  approving the compensation of Griffin's named executive officers was approved
  with 4,680,452 votes for, 35,422 votes against, 24,455 abstentions, and 220,307
  broker non-votes.

  Proposal 4: The approval of an amendment to Griffin's amended and restated
  certificate of incorporation to impose certain ownership and transfer
  restrictions was approved with 3,699,965 votes for, 630,260 votes against,
  410,104 abstentions, and 220,307 broker non-votes.

  Proposal 5: The approval of Griffin's reincorporation as a Maryland corporation,
  through and including a merger with and into its wholly owned subsidiary was
  approved with 3,588,068 votes for, 808,337 votes against, 343,924 abstentions,
  and 220,307 broker non-votes.

  Proposal 6: The Griffin Industrial Realty, Inc. and Griffin Industrial, LLC 2020
  Incentive Award Plan was approved with 4,484,809 votes for, 231,359 votes
  against, 24,161 abstentions, and 220,307 broker non-votes.


Item 9.01.     Financial Statements and Exhibits

               (d) The following exhibit is filed as part of this Current Report
               on Form 8-K:

Exhibit Number Description
10.1             The Griffin Industrial Realty, Inc. and Griffin Industrial, LLC
               2020 Incentive Award Plan

© Edgar Online, source Glimpses