Item 5.07 Submission of Matters to a Vote of Security Holders.
On
At the Special Meeting, the shareholders of Monmouth voted on the following
three proposals, each of which is more fully described in Monmouth's definitive
proxy statement filed with the
1. To approve the Merger pursuant to the Merger Agreement ("Merger Proposal"); 2. To approve on a non-binding, advisory basis, certain compensation that may be paid or become payable to Monmouth's named executive officers in connection with the Merger Agreement and the transactions contemplated thereby ("Compensation Proposal"); and 3. To approve any adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional proxies in favor of the Merger Proposal ("Adjournment Proposal").
As of
The final voting results for each of these proposals are detailed below:
1. Merger Proposal Votes For Votes Against Votes Abstained 72,524,506 1,387,184 249,478
Monmouth's shareholders approved the Merger Proposal.
2. Compensation Proposal Votes For Votes Against Votes Abstained 67,913,734 5,571,995 675,439
Monmouth's shareholders approved the Compensation Proposal.
3. Adjournment Proposal Votes For Votes Against Votes Abstained 66,862,499 6,843,539 455,130
Monmouth's shareholders approved the Adjournment Proposal.
- 2 - Forward-Looking Statements
Some of the statements contained in this Current Report on Form 8-K constitute forward-looking statements within the meaning of the federal securities laws, including, but not limited to, statements regarding consummating the Merger. Any forward-looking statements contained in this Current Report on Form 8-K are intended to be made pursuant to the safe harbor provisions of Section 21E of the Exchange Act. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
The forward-looking statements contained in this Current Report on Form 8-K reflect Monmouth's current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ significantly from those expressed in any forward-looking statement, including, without limitation, (i) inability to complete the proposed Merger because, among other reasons, one or more conditions to the closing of the proposed Merger may not be satisfied or waived; (ii) uncertainty as to the timing of completion of the proposed Merger; (iii) potential adverse effects or changes to relationships with tenants, employees, service providers or other parties resulting from the announcement or completion of the proposed Merger; (iv) possible disruptions from the proposed Merger that could harm Monmouth's business, including current plans and operations; (v) unexpected costs, charges or expenses resulting from the proposed Merger; (vi) legislative, regulatory and economic developments; and (vii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreak of war or hostilities and epidemics and pandemics, including COVID-19, as well as management's response to any of the aforementioned factors. Monmouth does not guarantee that the proposed Merger and events described will happen as described (or that they will happen at all). For a further discussion of other factors that could cause Monmouth's future results to differ materially from any forward-looking statements, see the section entitled "Risk Factors" in Monmouth's most recent Annual Report on Form 10-K and in its Quarterly Reports on Form 10-Q for subsequent quarters.
While forward-looking statements reflect Monmouth's good faith beliefs, they are not guarantees of future performance. Monmouth disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes.
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