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)

 

October 23, 2017

 

 

MACKENZIE REALTY CAPITAL INC.

 (Exact name of registrant as specified in its charter)

 

 

 

 

(925) 631-9100

(Registrant's telephone number, including area code)

 

N/A

(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 Instruction A.2. below):

 

 

 

 

 

 

 

On October 23, 2017, MacKenzie Realty Capital, Inc., a Maryland corporation (the "Company"), held its 2017 annual meeting of stockholders (the "Annual Meeting").  Three proposals were on the agenda for the 2017 Annual Meeting: Proposal 1, to elect three directors to hold office until the Company's 2018 Annual Meeting of Stockholders and until their successors are duly elected and qualify; and Proposal 2, to ratify Moss Adams, LLP as the Company's independent registered public accounting firm for the fiscal year ended June 30, 2017; Proposal 3, to approve an amendment and restatement of the investment advisory agreement between the Company and its investment adviser, and Proposal 4, to grant the Company authority to sell its common shares for less than net asset value in its public offering, subject to the conditions outlined in the Company's Proxy Statement filed with the Securities and Exchange Commission on September 22, 2017.

With respect to Proposal 1, all nominees standing for election as directors were elected to serve until the 2018 Annual Meeting of Stockholders and until their successors are duly elected and qualify. The voting results for each of the three persons nominated were as follows:

No broker non-votes were cast in the election of directors.

 

With respect to Proposal 3, the stockholders approved the amended and restated investment advisory agreement. The voting results for the proposal were as follows: the proposal received the affirmative vote of a majority of the Common Shares outstanding on the record date and present at the meeting which were not held by "affiliated persons" of the Company (the "Unaffiliated Common Shares").  At least 67% of the Unaffiliated Common Shares present at the Annual Meeting voted in favor and more than 50% of the outstanding Common Shares were present or represented by proxy.  In sum, 3,185,505 Common Shares were cast in favor of the proposal, or 91.13% of Common Shares present at the Annual Meeting; 124,534 Common Shares were cast against the proposal, or 3.56% of Common Shares present at the Annual Meeting; and 185,698 Common Shares were abstentions, or 5.31% of Common Shares present at the Annual Meeting.  The proposal received the vote of 3,133,994.59 or 89.7% of the Unaffiliated Common Shares present at the meeting.

With respect to Proposal 4, the stockholders granted the Company permission to sell its common shares for less than net asset value. The voting results for the proposal were as follows: the proposal received the affirmative vote of a majority of the Common Shares outstanding on the record date and present at the meeting which were not held by "affiliated persons" of the Company (the "Unaffiliated Common Shares").  At least 67% of the Unaffiliated Common Shares present at the Annual Meeting voted in favor and more than 50% of the outstanding Common Shares were present or represented by proxy.  In sum, 2,717,929 Common Shares were cast in favor of the proposal, or 77.75% of Common Shares present at the Annual Meeting; 556,150 Common Shares were cast against the proposal, or 15.91% of Common Shares present at the Annual Meeting; and 221,658 Common Shares were abstentions, or 6.34% of Common Shares present at the Annual Meeting.  The proposal received the vote of 2,666,418.59 or 76% of the Unaffiliated Common Shares present at the meeting.

No other proposals were submitted to a vote of the Company's stockholders at the 2017 Annual Meeting.

 

 

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.