Form 8-K - Current report

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): May 16, 2024 (May 15, 2024)

Global Medical REIT Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-37815	46-4757266
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7373 Wisconsin Avenue, Suite 800

Bethesda, MD

20814

(Address of principal executive offices)

(Zip Code)

(202) 524-6851

(Registrant’s telephone number, including area code)

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 Symbols:	Name of each exchange on which registered:
Common Stock, par value $0.001 per share	GMRE	NYSE
Series A Preferred Stock, par value $0.001 per share	GMRE PrA	NYSE

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.

(e) As described below under Item 5.07, at the 2024 annual meeting of stockholders of Global Medical REIT Inc. (the “Company”) held on May 15, 2024 (the “2024 Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s 2016 Equity Incentive Plan (the “Plan”) to increase the number of shares reserved for issuance thereunder by 1,500,000 shares, which was previously approved by the Company’s Board of Directors. The Plan is described in detail under “Proposal 4 – Amendment to 2016 Equity Incentive Plan” in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 1, 2024, and the foregoing description is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

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

At the 2024 Annual Meeting, the Company’s stockholders: (i) elected the seven nominated directors to the Company’s Board of Directors, each to serve until the Company’s 2025 annual meeting of stockholders and until her or his successor is duly elected and qualifies, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, (iii) recommended, on an advisory basis, that future advisory votes on named executive officer compensation be conducted every year, (iv) approved an amendment to the Plan to increase the number of shares reserved for issuance thereunder by 1,500,000 shares, and (v) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The full results of the matters voted on at the 2024 Annual Meeting are set forth below:

Proposal 1 — Election of Directors:

Nominee for Director	For	Against	Abstain	Broker Non-Votes
Jeffrey M. Busch	33,520,679	2,266,304	77,283	13,706,818
Matthew Cypher	34,365,340	1,417,356	81,570	13,706,818
Ronald Marston	34,271,830	1,506,912	85,523	13,706,819
Henry E. Cole	35,307,015	471,399	85,852	13,706,818
Zhang Huiqi	35,307,700	463,912	92,658	13,706,814
Paula R. Crowley	35,321,456	459,003	83,810	13,706,815
Lori Wittman	34,362,196	1,408,313	93,758	13,706,817

Proposal 2 — Advisory Vote on Named Executive Officer Compensation:

For		Against		Abstain		Broker Non-Votes
33,764,849		1,467,056		632,359		13,706,820

Proposal 3 — Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation:

1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
34,040,745		158,991		1,098,203		566,323		13,706,822

Proposal 4 — Amendment to the Company’s 2016 Equity Incentive Plan to Increase the Number of Shares Reserved for Issuance Thereunder by 1,500,000 Shares:

For		Against		Abstain		Broker Non-Votes
32,867,468		2,683,711		313,085		13,706,820

Proposal 5 — Ratification of Appointment of Independent Registered Public Accounting Firm:

For		Against		Abstain		Broker Non-Votes
48,840,222		608,585		122,277		0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Global Medical REIT Inc. 2016 Equity Incentive Plan (as amended through May 15, 2024) (incorporated by reference to Appendix A of Global Medical REIT Inc.'s Definitive Proxy Statement on Schedule 14A, filed on April 1, 2024)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	Global Medical REIT Inc.

	By:	/s/ Jamie A. Barber
		Jamie A. Barber
		Secretary and General Counsel

Date:  May 16, 2024

Cover	May 15, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 15, 2024
Entity File Number	001-37815
Entity Registrant Name	Global Medical REIT Inc.
Entity Central Index Key	0001533615
Entity Tax Identification Number	46-4757266
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	7373 Wisconsin Avenue
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	Bethesda
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20814
City Area Code	202
Local Phone Number	524-6851
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	GMRE
Security Exchange Name	NYSE
Series A Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Series A Preferred Stock, par value $0.001 per share
Trading Symbol	GMRE PrA
Security Exchange Name	NYSE