Item 5.07. Submission of Matters to Vote of Security Holders.
On June 1, 2023, Presidio Property Trust, Inc. ("Company") held its Annual Meeting of Stockholders ("Annual Meeting"). Of the 13,075,199 shares of common stock issued and outstanding and eligible to vote as of the record date of March 31, 2023, 8,156,101 shares, or 62.38% of the eligible shares, were present in person or represented by proxy at the Annual Meeting, and therefore, a quorum was present.
The proposals voted on at the Annual Meeting are more fully described in the Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on April 17, 2023.
The final voting results on the proposals presented for stockholders approval at the Annual Meeting were as follows:
Proposal 1: Six (6) director nominees were elected to serve on the Company's board of directors until the Company's next annual meeting of stockholders or until their respective successors are duly elected and qualified, as follows:
DIRECTOR FOR WITHHELD BROKER NON-VOTES
Jennifer A Barnes 4,246,804 650,642 3,258,655
David T. Bruen 4,400,927 496,520 3,258,654
James R. Durfey 4,275,729 621,718 3,258,654
Jack K. Heilbron 4,406,421 491,026 3,258,654
Tracie Hager 4,421,113 476,334 3,258,654
Steve Hightower 4,393,432 504,015 3,258,654
Proposal 2: The appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified, as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES 7,771,047 253,598 131,455 1
Proposal 3: An amendment to the Company's charter to provide for the reclassification of any unissued shares of common stock from time to time into one or more classes or series of stock having such terms as determined by the Board of the Company was not approved, as follows:
FOR * AGAINST ABSTAIN BROKER NON-VOTES 3,822,715 962,853 111,877 3,258,656
*While 78% of the votes cast on this proposal were in favor, the proposal requires the affirmative vote of a majority of all the votes entitled to be cast on the matter in order to be approved.
Proposal 4: An amendment to the Company's 2017 Incentive Award Plan to (i) increase the number of shares available for issuance thereunder to 3,500,000 from 2,500,000 shares of common stock and (ii) add an evergreen provision to, on April 1st and October 1st of each year, automatically increase the maximum number of shares of common stock available under the Plan to 15% of the Company's outstanding shares of common stock, if on such date 3,500,000 (as adjusted for any reverse splits) is less than 15% of the Company's then-outstanding shares of common stock was approved, as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES 3,626,690 1,167,599 103,157 3,258,655
Proposal 5: An amendment to the Company's Bylaws to set the minimum number of directors at four was not approved, as follows:
FOR* AGAINST ABSTAIN BROKER NON-VOTES 4,414,607 395,115 87,724 3,258,655
*While 90% of the votes cast on this proposal were in favor, the proposal requires the affirmative vote of a majority of all the votes entitled to be cast on the matter in order to be approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Exhibit Title or Description
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