Gladstone Commercial Corporation (GOOD) Earnings Call Transcript & Summary

Good morning, everybody. Welcome to the Annual Stockholders Meeting of Gladstone Commercial Corporation for the year-end December 31, 2019. My name is Michael LiCalsi. I'm General Counsel and Secretary of Gladstone Commercial. And with me, I have 2 of our officers, Bob Cutlip, he's the President of Gladstone Commercial; Erich Hellmold, our Assistant General Counsel, is here. He'll act as secretary of the meeting. With that, the meeting will now officially come to order. We'll proceed with the business of the meeting as set forth in your notice of annual meeting and proxy statement. Will the secretary, Mr. Hellmold, please report the mailing of the notice of the meeting and the stockholders list?

We have in our possession a complete list of the holders of record of the company's common stock as of the close of business on March 11, 2020, the record date for this meeting. I also have an affidavit certifying that on March 20, 2020, a notice of the Annual Meeting of Stockholders of the company was mailed to all stockholders of record at the close of business on March 11, 2020.

And Michael Sodo, who is the Chief Financial Officer of Gladstone Commercial and myself, we have been appointed as the inspectors of election at this meeting. Broadridge has tabulated the votes for us and the inspectors of election and their staffs have been in close contact with the representatives from Broadridge to get the vote tally in. The inspectors have also taken and subscribed the customary oath of office to impartially execute their duties. The oath will be filed with the records of the meeting. And the inspector's function is to decide upon the qualification of voters, accept their votes, and at the end of the balloting, to tally the final votes. And will the secretary please report at this time with respect to the existence of a quorum for today's meeting?

The inspectors of election have informed the company that proxies have been received for 29,028,133 of the 34,433,053 shares of common stock outstanding as of the close of business on the record date, which represents approximately 84.3% of the total number of outstanding shares. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting. If there are any additional proxies to be submitted, please vote your shares through the portal at this time.

We'll now proceed with the business of this meeting. There are 2 matters scheduled for a vote. And the matters are: The election of 2 directors to hold office until the 2023 Annual Meeting of Stockholders and until their successors are duly elected and qualified; and to ratify the Audit Committee selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year ending December 31, 2020. The time is now 11:03 on May 7, 2020. [Voting]

And the polls have been open for voting by computer for some time now and are still open. The polls will be closed for voting after we go through these matters. Once again, the first item of business is the election of 2 directors to serve until the 2023 Annual Meeting until their successors are duly elected and qualified. And the nominees for directors whose terms will expire in 2023 are Michela A. English and Anthony Parker. The second item of business for this meeting is the ratification of Audit Committee selection of PricewaterhouseCoopers LLP as the independent registered accounting firm for our fiscal year ending December 31, 2020. The voting is by proxy and written ballot. You do not need to vote through the portal for the meeting today if you have already voted. Each share of common stock is entitled to 1 vote. The time is now 11:04, and the polls are now closed for voting. Mr. Secretary, may we have the results of the voting?

The report of the inspectors of election covering the proposals presented at this meeting is as follows: Proposal 1, to elect on Michela English and Anthony Parker to the Board of Directors for a term of 3 years that will expire at the 2023 Annual Meeting of Stockholders is carried. Proposal 2, the proposal to ratify the Audit Committee selection of PricewaterhouseCoopers as our independent registered public accounting firm for our fiscal year ending December 31, 2020, is carried. A full tally of the votes will be published in a current report on Form 8-K, which will be filed with the SEC within a few days of today's meeting.

Okay. Well, that is the end of the business on the agenda for the stockholders' meeting today. We want to thank everybody for calling in. The time is now 11:04, and this meeting is adjourned.

The conference has now concluded. Thank you for attending today's presentation.