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A

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 2, 2023

GENERATION INCOME PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland

 

001-40771

 

47-4427295

(State or Other Jurisdiction of

Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

 

401 East Jackson Street, Suite 3300

Tampa, Florida

 

33602

 

 

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (813)-448-1234

Not Applicable

(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

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

GIPR

 

The Nasdaq Stock Market LLC

Warrants to purchase Common Stock

 

GIPRW

 

The Nasdaq Stock Market LLC

 

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 5.07. Submission of Matters to a Vote of Security Holders.

 

The 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) of Generation Income Properties, Inc., (the “Company”) was held at 10:00 AM EST on June 2, 2023, at 100 North Tampa Street, Suite 2650, Tampa, Florida 33602. At the 2023 Annual Meeting, the Company’s stockholders (i) elected David Sobelman, Benjamin Adams, Gena Cheng, Stuart Eisenberg, Betsy Peck and Patrick Quilty to serve as members of the board of directors of the Company until the 2024 Annual Meeting of Stockholders; and (ii) ratified the appointment of MaloneBailey LLP as the Company’s independent registered public accounting firm for fiscal year 2023.

 

The proposals below are described in detail in the Company’s definitive proxy statement dated April 28, 2023. The voting results for each proposal were as follows:

 

Proposal 1 – Election of Directors:

 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTE

David Sobelman

909,667

20,219

5,408

907,964

Benjamin Adams

861,996

19,884

53,414

907,964

Gena Cheng

836,052

45,805

53,437

907,964

Stuart Eisenberg

850,255

31,599

53,440

907,964

Betsy Peck

834,662

47,192

53,440

907,964

Patrick Quilty

850,081

31,770

53,443

907,964

 

Proposal 2 – Ratification of the appointment of MaloneBailey LLP as the Company’s independent registered public accounting firm for fiscal year 2023:

 

FOR

AGAINST

ABSTAIN

1,817,358

17,369

8,531

 

 

Forward-Looking Statements

 

This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Such statements are based on management’s current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors. Please refer to the risks detailed from time to time in the reports we file with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 28, 2023 as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.

 

 

 

 

 

 


 

SIGNATURES

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.

 

 

 

GENERATION INCOME PROPERTIES, INC.

 

 

 

 

 

Date: June 2, 2023

 

By:

 

/s/ Allison Davies

 

 

 

 

Allison Davies

 

 

 

 

Chief Financial Officer