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): June 26, 2024

___________________________________________

SILA REALTY TRUST, INC.

(Exact Name of Registrant as Specified in Its Charter)

___________________________________________

Maryland

001-42129

46-1854011

(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

1001 Water St.

Suite 800

Tampa, Florida 33602

(Address of principal executive offices)

(813) 287-0101

(Registrant’s telephone number, including area code)

N/A

(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

Name of each exchange on which registered

Common Stock, $0.01 par value per share

SILA

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 5.07 Submission of Matters to a Vote of Security Holders.

As disclosed in the Current Report on Form 8-K that it filed with the Securities and Exchange Commission on May 22, 2024, Sila Realty Trust, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the "Annual Meeting") on May 22, 2024. At that time, there were not present nor represented by proxy a sufficient number of shares of the Company’s common stock to constitute a quorum. Accordingly, the Company adjourned the Annual Meeting to June 26, 2024, without any business being conducted. On June 26, 2024, the Annual Meeting was reconvened, at which the Company's stockholders (i) elected six directors – Z. Jamie Behar, Adrienne Kirby, Jonathan Kuchin, Verett Mims, Roger Pratt, and Michael Seton – to the board of directors of the Company (the "Board") to hold office until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (ii) approved, on a non-binding advisory basis, the Company's executive compensation ("say-on-pay"); and (iii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. Note that voting results are stated in amounts not yet reflecting the effect of the one-for-four reverse stock split completed by the Company, effective May 1, 2024, as the record date for the Annual Meeting was March 22, 2024.

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

The voting results with respect to the election of directors were as follows:


Name of Director	For	Against	Abstain	Broker Non-Votes
Z. Jamie Behar	80,233,459.34	10,814,357.61	7,147,705.08	19,674,739.00
Adrienne Kirby	80,567,448.56	10,499,280.79	7,128,792.68	19,674,739.00
Jonathan Kuchin	80,446,033.74	10,530,930.16	7,218,558.13	19,674,739.00
Verett Mims	80,215,423.41	10,647,842.20	7,332,256.42	19,674,739.00
Roger Pratt	80,324,975.56	10,395,804.08	7,474,742.39	19,674,739.00
Michael Seton	80,418,192.40	10,537,261.53	7,240,068.10	19,674,739.00

PROPOSAL NO. 2 — NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

The voting results with respect to the approval (on a non-binding advisory basis) of the Company's named executive officer compensation were as follows:


For	Against	Abstain	Broker Non-Votes
69,029,652.68	18,153,735.35	11,012,134.00	19,674,739.00

PROPOSAL NO. 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The voting results with respect to the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024, were as follows:


For	Against	Abstain
103,908,758.90	8,524,891.92	5,436,610.21

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.


	SILA REALTY TRUST, INC.

Dated: June 26, 2024	By:	/s/ Kay C. Neely
	Name:	Kay C. Neely
	Title:	Chief Financial Officer

Document and Entity Information	Jun. 26, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 26, 2024
Entity Registrant Name	SILA REALTY TRUST, INC.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-42129
Entity Tax Identification Number	46-1854011
Entity Address, Address Line One	1001 Water St.
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33602
City Area Code	813
Local Phone Number	287-0101
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	SILA
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001567925