Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

As previously announced, on October 12, 2021, Monmouth Real Estate Investment Corporation (the "Company") received written notice from the New York Stock Exchange ("NYSE") that the Company is not in compliance with the NYSE rules for continued listing because the Company did not hold an annual meeting of shareholders during its fiscal year ended September 30, 2021, as required by Section 302 of the NYSE Listed Company Manual.

As disclosed in Item 5.07 of this Current Report on Form 8-K, the Company held an annual meeting of its shareholders on December 16, 2021. As a result, on December 17, 2021, the Company received notice from the NYSE that the Company is back in compliance with the NYSE continued listing standards set forth in Section 302 of the NYSE Listed Company Manual.

Item 5.07 Submission of Matters to a Vote of Security Holders

On December 16, 2021, the Company held an annual meeting of its shareholders (the "Meeting"). There were 98,339,416 shares of common stock entitled to vote and a total of 82,041,814 shares (83.42%) were represented in person or by proxy at the Meeting. The proposals submitted to the vote of the shareholders and the results of the vote were as follows:

Proposal 1 - The election of four Class III Directors, each to hold office until the 2024 annual meeting of shareholders and until their successor is duly elected and qualifies:





                                                            Broker
      Director             For            Withhold        Non-Votes
Catherine B. Elflein     52,634,378       18,122,479       11,284,957
Eugene W. Landy          53,450,113       17,306,744       11,284,957
Michael P. Landy         57,276,462       13,480,395       11,284,957
Samuel A. Landy          53,776,997       16,979,860       11,284,957

Proposal 2 - To ratify the appointment of PKF O'Connor Davies, LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022:





                   No. of Votes
For                   81,382,315
Against                  541,919
Abstain                  117,580
Broker Non-Votes               0

Proposal 3 - To approve an advisory resolution for the compensation of our executive officers for the fiscal year ended September 30, 2021, as more particularly described in the Proxy Statement with respect to the Meeting:





                   No. of Votes
For                   66,976,308
Against                3,267,837
Abstain                  512,712
Broker Non-Votes      11,284,957

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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