Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 30, 2021, the Board of Directors (the "Board") of Farmland Partners
Inc. (the "Company") increased the size of the Board from seven directors to
eight directors and appointed Danny D. Moore as an independent director,
effective immediately, to fill the vacancy created by the increase in the number
of directors. Mr. Moore will serve until the Company's 2022 annual meeting of
stockholders (the "2022 Annual Meeting") or until his successor is duly elected
and qualifies.
The Board affirmatively determined that Mr. Moore is an independent director
within the meaning of the New York Stock Exchange listing standards. Mr. Moore
has not been named to any Board committees at this time.
Mr. Moore has served as the President of DeNOVO Solutions, LLC and Thornberry
Consulting, LLC, which provide scientific, engineering, technical and
operational support services to the United States Department of Defense, since
2012. Mr. Moore has served on the Board of Directors of the Leadership Program
of the Rockies since 2019 and on the Board of Directors of the Colorado Business
Roundtable since 2020 and previously served as a member of the Board of Advisors
of the University of Denver's Graduate School of Professional Psychology from
2018 to 2020. Prior to his retirement from service in 2005, Mr. Moore served 24
years in the United States Navy. Mr. Moore holds an undergraduate degree from
Colorado Christian University and a Masters of Business Administration from the
University of Phoenix.
Mr. Moore's compensation as a director will be consistent with the compensation
policies applicable to the Company's other non-employee directors. The Company
has entered into an indemnification agreement with Mr. Moore in connection with
his appointment to the Board, which is in substantially the same form as that
entered into with the executive officers and other directors of the Company.
Neither Mr. Moore nor any member of his immediate family has or had a direct or
indirect interest in any transaction in which the Company or any of its
subsidiaries is or was a participant that would be required to be disclosed
under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On December 6, 2021, the Company issued a press release announcing the
appointment of Mr. Moore to the Board. A copy of the press release is attached
as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished herewith pursuant to Item 7.01 of this Current Report
on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference into any filing made by the Company under the
Exchange Act or the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1* Press release dated December 6, 2021.
104 Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
* Furnished herewith.
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