Gladstone Commercial Corporation (GOOD) Earnings Call Transcript & Summary

Good morning. Welcome to the Annual Stockholders Meeting of Gladstone Commercial Corporation for the year ended December 31, 2020. My name is Michael LiCalsi. I'm the General Counsel and Secretary of the company. I have 2 of the company's officers. That's Gary Gerson, our Interim CFO; Erich Hellmold, our Assistant General Counsel, who will also act as secretary of the meeting today. The meeting will now officially come to order. We will 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 10, 2021, the record date for this meeting. I also have an affidavit certifying that on March 19, 2021, 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 10, 2021.

Thanks, Erich. Erich Hellmold and myself have each been appointed as the inspectors of election at this meeting, and Broadridge has tabulated the results and the votes, and the inspectors and their staff have been in close contact with the representatives from Broadridge. Of course, to get the vote tally in, the inspectors have also taken and subscribed the customary oath of office to impartially execute their duties. The oaths will be filed with the official records of the meeting. The inspectors' function is to decide upon the qualification of voters, accept their votes, and at the end of balloting, to tally the final votes. Will the secretary please report at this time with respect to the existence of a quorum?

The inspectors of election have informed the company that proxies have been received for 23,368,714 of the 36,372,873 shares of the common stock outstanding as of the close of business on the record date, which represents approximately 77.99% 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.

Thanks, Erich. We will now proceed with the business of this meeting. There are 2 matters scheduled for a vote today. The matters are: the election of 3 directors to hold office until the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified and the ratification of the Audit Committee selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The time is now 11:03 a.m. Eastern Daylight Time on May 6, 2021, and the polls have been opened for voting by computer for some time now and are still open. The polls will be closed to voting after we go through these matters. [Voting]

The first item of business is the election of 3 of our directors to serve until the 2024 annual meeting and until their successors are duly elected and qualified. And the nominees for directors whose terms will expire again in the 2024 meeting are Terry L. Brubaker, Caren D. Merrick, and Walter H. Wilkinson, Jr. Now the second item of business for this meeting is the ratification of Audit Committee selection of PricewaterhouseCoopers as our independent registered public accounting firm for the fiscal year ending December 31, 2021. Voting is by proxy and by written ballot. You do not need to vote through the portal for the meeting today if you already voted. Now each share of common stock is entitled to one vote. The time is now 11:04 a.m. Eastern Daylight Time, 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 Terry Brubaker, Caren Merrick, and Walter Wilkinson to the Board of Directors for a term of 3 years that will expire at the 2024 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, 2021, is carried. A full tally of the votes will be published in the current report on Form 8-K, which will be filed with the SEC within a few days of today's meeting.

Thanks, Erich. Well, that is the end of the business on the agenda of the stockholders meeting today. We want to thank all the people for calling into our annual meeting today. And the time is now 11:05. The meeting is now adjourned. We'll take any questions if anybody has any. Okay. With that, we can wrap up the meeting, and thank you all for calling in.