FPI Farmland Partners Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 23, 2024

 

FARMLAND PARTNERS INC.

(Exact name of registrant as specified in its charter)

 

Maryland (State or other jurisdiction of incorporation)

001-36405 (Commission File Number)

46-3769850 (IRS Employer Identification No.)

 

4600 S. Syracuse Street, Suite 1450 Denver, Colorado (Address of principal executive offices)

80237 (Zip Code)

 

Registrant’s telephone number, including area code: (720) 452-3100

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FPI	New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

Item 5.02.        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 23, 2024, the Board of Directors (the “Board”) of Farmland Partners Inc. (the “Company”) increased the size of the Board from five directors to six directors, and appointed Bruce J. Sherrick as an independent director, effective immediately, to fill the vacancy created by the increase in the number of directors. Dr. Sherrick will serve until the Company’s 2025 annual meeting of stockholders or until his successor is duly elected and qualifies.

 

The Board affirmatively determined that Dr. Sherrick is an independent director within the meaning of the New York Stock Exchange listing standards. Dr. Sherrick has not been named to any Board committees at this time.

 

Dr. Sherrick has held the Marjorie and Jerry Fruin Professorship at the University of Illinois since 2013 and has served as the Director of the TIAA-CREF Center for Farmland Research at the university’s Department of Agricultural and Consumer Economics since 2014. Since 2002, Dr. Sherrick has served as a Managing Partner of Integrated Financial Analytics & Research (iFAR), a consulting firm that specializes in credit risk assessment and modeling of agricultural finance institutions. Throughout his career, Dr. Sherrick has been active in the farmland investment community and currently manages webinars and reporting related to the NCREIF Farmland Data Set, a compilation of data that track the investment performance of farmland properties. He also oversees the annual Farmland Values and Lease Trends project for the Illinois Society of Professional Farm Managers and Rural Appraisers. Dr. Sherrick has served as a director of Peoples Company, a farm brokerage company, since 2024, a director of Leading Harvest, an agriculture sustainability company, since 2019 and a director of Twin Cedars Bank, an Iowa financial institution that specializes in agricultural finance, since 2021. Further, Dr. Sherrick served as a director and audit committee member of Farmer Mac (NYSE: AGM), an agricultural credit provider, from 2012 to 2021. Dr. Sherrick also serves as a Senior Advisor for Equilibrium Capital, a sustainability-driven asset management firm, and is on the advisory board of Promised Land Opportunity Zone (the “OZ Fund”), a private investment fund focused on acquiring and improving farmland in certain qualified opportunity zones within the United States. Dr. Sherrick graduated from The Ohio State University with a Bachelor of Science and a Ph.D., with a focus on finance, economics, and agriculture.

 

Dr. Sherrick’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 Dr. Sherrick 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. The Company owns a 9.97% interest in, and party to long-term management agreements with, the OZ Fund, for which Dr. Sherrick serves on the advisory board. For information about the Company’s relationship with the OZ Fund, see Notes 1 and 4 to the Company’s audited financial statements as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Otherwise, neither Dr. Sherrick 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 July 29, 2024, the Company issued a press release announcing the appointment of Dr. Sherrick 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 July 29, 2024.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

*	Furnished herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	FARMLAND PARTNERS INC.
Dated: July 29, 2024	By:	/s/ Luca Fabbri
		Luca Fabbri
		President & Chief Executive Officer

 

 

Exhibit 99.1

  

Bruce Sherrick Joins Farmland Partners Board of Directors

 

DENVER, July 29, 2024--(BUSINESS WIRE) -- Farmland Partners Inc. (NYSE: FPI) (the “Company” or “FPI”) today announced the addition of Dr. Bruce Sherrick, a renowned agricultural economist and farmland expert at the University of Illinois, to its Board of Directors (the “Board”), effective July 23, 2024.

 

Dr. Sherrick has held the Marjorie and Jerry Fruin Professorship at the University of Illinois since 2013 and has run the TIAA-CREF Center for Farmland Research at the university’s Department of Agricultural and Consumer Economics since 2014. For the past 22 years, Dr. Sherrick has also been a Managing Partner at Integrated Financial Analytics & Research (iFAR), a consulting firm that specializes in credit risk assessment and modeling of agricultural finance institutions.

 

Throughout his career, Dr. Sherrick has been active in the farmland investment community and currently manages webinars and reporting related to the NCREIF Farmland Data Set, a compilation of data that track the investment performance of farmland properties. He also oversees the annual Farmland Values and Lease Trends project of the Illinois Society of Professional Farm Managers and Rural Appraisers.

 

Dr. Sherrick has a wealth of public company board experience, having served as director and audit committee member of Farmer Mac (NYSE: AGM), an agricultural credit provider, from 2012 to 2021. Dr. Sherrick has also served as director for Peoples Company, a farm brokerage company, since 2024, the agriculture sustainability company Leading Harvest since 2019, and Twin Cedars Bank, an Iowa financial institution that specializes in agricultural finance, since 2021.

 

“Bruce is one of the most respected agricultural economists in the United States. There is arguably no one in academia with more experience or expertise in the farmland market, and we are excited that he’s agreed to join our Board,” said Paul Pittman, FPI’s Executive Chairman. “He will bring economic insights, data, and a unique perspective to our team, which will be an asset for the Company as we continue to strengthen our operational performance and plan for the future.”

 

“Farmland Partners is respected in the farmland community for its innovative approach to investing and providing a public vehicle for access to farmland investments, and for its land management and the creative partnerships it builds with its tenants,” Sherrick said. “I’m excited to be a part of FPI and look forward to working closely with Paul and the rest of the Board to help the Company and its investors maximize returns.”

 

Dr. Sherrick graduated from The Ohio State University with a Bachelor of Science and a Ph.D., with a focus on finance, economics, and agriculture.

 

About Farmland Partners Inc.

 

Farmland Partners Inc. is an internally managed real estate company that owns and seeks to acquire high-quality North American farmland and makes loans to farmers secured by farm real estate. As of June 30, 2024, the Company owned and/or managed approximately 180,100 acres in 17 states, including Arkansas, California, Colorado, Florida, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Nebraska, North Carolina, Ohio, Oklahoma, South Carolina, and Texas. In addition, the Company owns land and buildings for four agriculture equipment dealerships in Ohio leased to Ag Pro under the John Deere brand. The Company has approximately 26 crop types and over 100 tenants. The Company elected to be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposes, commencing with the taxable year ended December 31, 2014. Additional information: www.farmlandpartners.com or (720) 452-3100.

 

 

Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of the federal securities laws, including, without limitation, statements with respect to our outlook and the outlook for the farm economy generally, proposed and pending acquisitions and dispositions, financing activities, crop yields and prices and anticipated rental rates. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” or similar expressions or their negatives, as well as statements in future tense. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, such forward-looking statements are not predictions of future events or guarantees of future performance, and our actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: the ongoing war in Ukraine and the ongoing conflict in the Middle East and their impacts on the world agriculture market, world food supply, the farm economy generally, and our tenants’ businesses; changes in trade policies in the United States and other countries that import agricultural products from the United States; high inflation and elevated interest rates; the onset of an economic recession in the United States and other countries that impact the farm economy; extreme weather events, such as droughts, tornadoes, hurricanes or floods; the impact of future public health crises on our business and on the economy and capital markets generally; general volatility of the capital markets and the market price of the Company’s common stock; changes in the Company’s business strategy, availability, terms and deployment of capital; the Company’s ability to refinance existing indebtedness at or prior to maturity on favorable terms, or at all; availability of qualified personnel; changes in the Company’s industry, interest rates or the general economy; adverse developments related to crop yields or crop prices; the degree and nature of the Company’s competition; the outcomes of ongoing litigation; the timing, price or amount of repurchases, if any, under the Company's share repurchase program; the ability to consummate acquisitions or dispositions under contract; and the other factors described in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and the Company’s other filings with the Securities and Exchange Commission. Any forward-looking information presented herein is made only as of the date of this press release, and the Company does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

 

Contact:

 

Phillip Hayes

phayes@farmlandpartners.com

 

 

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Cover	Jul. 23, 2024
Cover [Abstract]
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Entity File Number	001-36405
Entity Registrant Name	FARMLAND PARTNERS INC.
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Entity Tax Identification Number	46-3769850
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	4600 S. Syracuse Street
Entity Address, Address Line Two	Suite 1450
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	FPI
Security Exchange Name	NYSE
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---