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 Company's Third Amended and Restated 2014 Equity Incentive Plan (the "Third Amended Plan"). At the Company's Annual Meeting of Stockholders held on May 7, 2021 (the "Annual Meeting"), the Company's stockholders approved the Third Amended Plan, which increases the number of shares of the Company's common stock reserved for issuance by 650,000 shares, from 1,265,851 shares to 1,915,851 shares and extends the term of the Third Amended Plan to 2031.

The foregoing brief description is qualified in its entirety by the text of the Third 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 Company's Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on March 24, 2021 (the "Proxy Statement"). Holders of 25,300,917 shares of the Company's 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 Company's stockholders at the Annual Meeting:

Proposal 1: To elect the six director nominees named in the Proxy Statement.





Director Nominee          For           Withheld      Broker Non-Votes
Chris A. Downey        12,862,156       5,510,169        6,928,592
Joseph W. Glauber      12,631,193       5,741,132        6,928,592
John A. Good           12,866,526       5,505,799        6,928,592
Thomas P. Heneghan     18,191,473        180,852         6,928,592
Toby L. O'Rourke       18,182,081        190,244         6,928,592
Paul A. Pittman        18,149,566        222,759         6,928,592

Proposal 2: To ratify the appointment of Plante & Moran, PLLC as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2021.





     For           Against       Abstentions
  25,077,089       112,636         111,192




Proposal 3: To approve (on an advisory basis) the compensation of our named
executive officers.



   For            Against        Abstentions     Broker Non-Votes
17,016,216       1,183,152         172,957          6,928,592

Proposal 4: To approve the Third Restated Plan.





     For            Against        Abstentions     Broker Non-Votes
  14,096,058       4,022,106         254,161          6,928,592


Item 9.01.       Financial Statements and Exhibits.



(d)      Exhibits



Exhibit
No.                                      Description

  10.1       Farmland Partners Inc. Third Amended and Restated 2014 Equity
           Incentive Plan (incorporated by reference to Exhibit 10.1 to the
           Company's Registration Statement on Form S-8 (File No. 333-255962)).

104        Cover Page Interactive Data File (formatted as inline XBRL and contained
           in Exhibit 101)

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