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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): June 12, 2025

_________________

PLYMOUTH INDUSTRIAL REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)

_________________

 

maryland   001-38106   27-5466153
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

20 Custom House Street, 11th Floor

Boston, MA 02110

(Address of Principal Executive Offices) (Zip Code)

(617) 340-3814

(Registrant’s Telephone Number, Including Area Code)

_________________

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 (see General Instruction A.2. below):

 

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, par value $0.01 per share PLYM New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

 

VOTING RESULTS OF 2025 ANNUAL MEETING OF STOCKHOLDERS

 

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Plymouth Industrial REIT, Inc. (the “Company”) was held on June 12, 2025. For more information about the proposals set forth below, please see the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2024. A total of 39,034,261 (or approximately 85.7%) of the Company’s shares of common stock issued, outstanding and entitled to vote at the Annual Meeting were represented in person or by proxy at the Annual Meeting. Set forth below are the final voting results for the proposals voted on at the Annual Meeting.

 

  (1) Proposal 1 – Election of the eight nominees to the Company’s board of directors, each to serve until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified:

 

Nominee For Withhold Broker Non-Vote
(1) Philip S. Cottone 31,025,213 5,407,286 2,601,762
(2) Richard J. DeAgazio 30,972,862 5,459,637 2,601,762
(3) David G. Gaw 35,298,565 1,133,934 2,601,762
(4) John W. Guinee 36,026,691 405,808 2,601,762
(5) Caitlin Murphy 23,350,997 13,081,502 2,601,762
(6) Robert O. Stephenson 36,252,628 179,871 2,601,762
(7) Pendleton P. White, Jr. 35,528,964 903,535 2,601,762
(8) Jeffrey E. Witherell 34,402,925 2,029,574 2,601,762

 

  (2) Proposal 2 – Advisory, non-binding vote to approve the compensation paid to the Company’s named executive officers:

 

For Against Abstain Broker Non-Votes
35,738,777 595,019 98,703 2,601,762

 

  (3) Proposal 3 – Advisory, non-binding vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers:

 

1 year 2 years 3 years Abstain Broker Non-Votes
34,994,012 256,698 1,102,779 79,010 2,601,762

 

In accordance with the recommendation of the Company’s board of directors to vote in favor of an annual advisory vote included in the proxy statement for the Annual Meeting and in light of the voting results on this Proposal 3, the Company has determined that it will continue to hold an annual advisory vote on executive compensation until the next stockholder advisory vote regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers.

 

  (4) Proposal 4 – Approval of the Fourth Amended and Restated 2014 Incentive Award Plan:

 

For Against Abstain Broker Non-Votes
34,662,250 1,726,083 44,166 2,601,762

 

  (5) Proposal 5 – The ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025:

 

 For Against Abstain
38,838,569 174,650 21,042

 

 

 

SIGNATURES

 

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

 

    PLYMOUTH INDUSTRIAL REIT, INC.
     
Date: June 16, 2025   By:  

/s/ Jeffrey E. Witherell

        Jeffrey E. Witherell
        Chief Executive Officer