FALSE000164587300016458732024-12-112024-12-110001645873us-gaap:CommonClassCMember2024-12-112024-12-110001645873us-gaap:RedeemablePreferredStockMember2024-12-112024-12-11


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): December 11, 2024

Modiv Industrial, Inc.
(Exact name of registrant as specified in its charter)

Maryland
001-40814
47-4156046
(State or other jurisdiction(Commission(I.R.S. Employer
of incorporation)File Number)Identification No.)

2195 South Downing Street
Denver, Colorado
80210
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (888) 686-6348

None
(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
Class C Common Stock, $0.001 par value per share
MDV
New York Stock Exchange
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share
 
MDV.PA
 
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. ☐
2


Item 5.07.
Submission of Matters to a Vote of Security Holders.

On December 11, 2024, Modiv Industrial, Inc. (the “Registrant”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for or against or withheld and the number of abstentions and broker non-votes with respect to each matter, as applicable. The matters are described in detail in the Registrant’s definitive proxy statement as filed with the Securities and Exchange Commission on Schedule 14A on September 18, 2024.

Proposal No. 1 – The election of five directors for a term expiring at the 2025 annual meeting of stockholders and until their successors are duly elected and qualify

All of the director nominees listed below were elected by the Registrant’s stockholders to hold office until the next annual meeting of stockholders in 2025 and until his or her respective successor has been duly elected and qualifies or until his or her earlier resignation or removal, as follows:

Nominee
Votes For
Withheld
Broker Non-Votes
Aaron S. Halfacre
4,289,034
242,633
1,304,693
Christopher Gingras
4,276,196
255,471
1,304,693
Thomas H. Nolan, Jr.
4,264,900
266,767
1,304,693
Kimberly Smith
4,014,969
516,698
1,304,693
Connie Tirondola
4,269,011
262,656
1,304,693


Proposal No. 2 – The ratification of the appointment of Grant Thornton LLP as the Registrant’s independent registered public accounting firm for the year ending December 31, 2024

The Registrant’s stockholders ratified the appointment of Grant Thornton LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2024, as follows:

Votes ForVotes AgainstAbstentions
5,590,840108,937136,583


Proposal No. 3 – Approval, on an advisory (non-binding) basis, of the compensation paid to the Registrant’s named executive officers for the year ended December 31, 2023

The Registrant’s stockholders approved, on an advisory (non-binding) basis, the compensation paid to the Registrant’s named executive officers for the year ended December 31, 2023, as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
3,753,925444,975332,7671,304,693


Proposal No. 4 – Approval to adopt the Registrant’s 2024 Omnibus Incentive Plan

The Registrant’s stockholders approved the adoption of the Registrant’s 2024 Omnibus Incentive Plan as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
3,782,571365,864383,2321,304,693







3



SIGNATURE

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.

MODIV INDUSTRIAL, INC.
(Registrant) 
By:/s/ RAYMOND J. PACINI
Name:Raymond J. Pacini
Title:Chief Financial Officer

Date: December 11, 2024


v3.24.3
Cover
Dec. 11, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Dec. 11, 2024
Entity Registrant Name Modiv Industrial, Inc.
Entity Incorporation, State or Country Code MD
Entity File Number 001-40814
Entity Tax Identification Number 47-4156046
Entity Address, Address Line One 2195 South Downing Street
Entity Address, City or Town Denver
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80210
City Area Code 888
Local Phone Number 686-6348
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001645873
Common Class C  
Document Information [Line Items]  
Title of 12(b) Security Class C Common Stock, $0.001 par value per share
Trading Symbol MDV
Security Exchange Name NYSE
Redeemable Preferred Stock  
Document Information [Line Items]  
Title of 12(b) Security 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share
Trading Symbol MDV.PA
Security Exchange Name NYSE
Modiv Industrial (NYSE:MDV-A)
Historical Stock Chart
Von Dez 2024 bis Jan 2025 Click Here for more Modiv Industrial Charts.
Modiv Industrial (NYSE:MDV-A)
Historical Stock Chart
Von Jan 2024 bis Jan 2025 Click Here for more Modiv Industrial Charts.