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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): January 3, 2025

 

Medalist Diversified REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

 

001-38719

 

47-5201540

(State or other jurisdiction of incorporation
or organization)

 

(Commission File Number)

 

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

 

P.O. Box 8436

Richmond, VA 23226

(Address of principal executive offices)

 

(804) 338-7708

(Registrant’s telephone number, including area code)

 

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

 

Name of each Exchange
on Which Registered  

 

Trading
Symbol(s)  

Common Stock, $0.01 par value

 

Nasdaq Capital Market

 

MDRR

8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value

 

Nasdaq Capital Market

 

MDRRP

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

 

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 January 3, 2025, the Board of Directors (the “Board”) of Medalist Diversified REIT, Inc. (the “Company”) appointed Kory J. Kramer, as a Class I director of the Company, effective immediately. Mr. Kramer will serve as a Class I director until the 2027 Annual Meeting of Stockholders and will stand for re-election at that meeting. Mr. Kramer is not a party to any arrangement or understanding with any person pursuant to which he was appointed as a director, nor is he party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company. Mr. Kramer will be compensated as a non-employee director in accordance with the Company’s non-employee director compensation policies as most recently described in the Company’s 2024 Proxy Statement and as updated from time to time. Mr. Kramer was appointed to serve on the Nominating and Corporate Governance Committee and Acquisition Committee of the Board.

In connection with Mr. Kramer’s appointment, the Board increased its size to six directors effective January 3, 2025.

Item 8.01

Other Events

 

On January 7, 2025, the Company issued a press release, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference, whereby the Board of Directors has authorized and the Company has declared a quarterly dividend on its common stock (the “Common Stock”) in the amount of $0.065 per share (the “Dividend”). The Dividend will be payable in cash on January 23, 2025 to holders of record of the Common Stock as of January 20, 2025.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release dated January 7, 2025

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL Document

SIGNATURE

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

 

MEDALIST DIVERSIFIED REIT, INC.

 

 

 

Dated: January 7, 2025

By:

/s/ C. Brent Winn, Jr.

 

 

C. Brent Winn, Jr.

 

 

Chief Financial Officer