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Section 1: 8-K






Washington, D.C. 20549






Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 19, 2018,


(Exact name of registrant as specified in its charter)


MARYLAND   001-33177   22-1897375
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)


3499 Route 9N, Suite 3D, Freehold, NJ   07728
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code (732) 577-9996


(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 (see General Instructions A.2. below):


[  ] Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 142-12 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))


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 8.01 Other Events.


On June 19, 2018, the Board of Directors of Monmouth Real Estate Investment Corporation (“we,” “us” or the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee, approved amendments to the Company’s Corporate Governance Guidelines to implement a “Plurality Plus” standard for the election of directors in uncontested elections. Under the amended Corporate Governance Guidelines, a nominee who does not receive a majority of the votes cast in his or her uncontested election (i.e. more votes “for” than “withheld”) must offer to resign as a director. The Nominating and Corporate Governance Committee of our Board must then consider the offer and recommend to our Board whether to accept the director’s offer to resign. The nominee may not participate in the deliberation or determination regarding accepting or rejecting his or her offer to resign. A copy of the revised Corporate Governance Guidelines is posted on the Company’s website, at






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.


  By: /s/ Kevin S. Miller
    Kevin S. Miller
    Chief Financial and Accounting Officer


Date June 20, 2018




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