Innovative Industrial (NYSE: IIPR) shareholders back 2026 incentive plan and board

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Innovative Industrial Properties, Inc. reported the results of its annual stockholder meeting held on June 9, 2026. Stockholders approved the new 2026 Omnibus Incentive Plan, which replaces the 2016 plan. As of that date, up to 1,250,000 shares of common stock may be issued under awards granted pursuant to the 2026 Plan.

All five director nominees were elected to serve until the 2027 annual meeting. Stockholders also ratified the appointment of BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2026. The advisory vote on executive compensation was approved, and stockholders indicated a preference for holding future advisory votes on executive pay every one year.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

2026 Plan share pool: 1,250,000 shares 2026 Plan approval votes: 13,306,826 for / 3,466,132 against / 104,395 abstentions Auditor ratification votes: 21,610,111 for / 179,893 against / 79,740 abstentions +3 more

6 metrics

2026 Plan share pool 1,250,000 shares Maximum common shares issuable under 2026 Omnibus Incentive Plan as of June 9, 2026

2026 Plan approval votes 13,306,826 for / 3,466,132 against / 104,395 abstentions Stockholder vote on Proposal 3 (2026 Omnibus Incentive Plan)

Auditor ratification votes 21,610,111 for / 179,893 against / 79,740 abstentions Ratification of BDO USA, P.C. for year ending December 31, 2026

Say-on-pay votes 10,666,254 for / 6,025,986 against / 185,113 abstentions Advisory vote on named executive officer compensation

Say-on-pay frequency (1 year option) 16,097,437 votes Preference for annual advisory votes on executive compensation

Director vote example 16,624,187 for / 253,166 withheld Votes for director nominee Paul Smithers

Key Terms

2026 Omnibus Incentive Plan, Prior Plan, broker non-votes, advisory vote, +1 more

5 terms

2026 Omnibus Incentive Plan financial

"At the Annual Meeting, the stockholders approved the Innovative Industrial Properties, Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”)"

Prior Plan financial

"which replaces the previously existing Innovative Industrial Properties, Inc. 2016 Omnibus Incentive Plan (the “Prior Plan”)"

broker non-votes regulatory

"Broker Non-Votes 4,992,391"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote regulatory

"Proposal 4: Advisory vote on the compensation of the Company’s named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm regulatory

"Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Understanding 8-K Material Events →

06/09/2026 - 04:42 PM

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 9, 2026

Innovative Industrial Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-37949

81-2963381

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1389 Center Drive, Suite 200

Park City, Utah 84098

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (858) 997-3332

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 $0.001 per share	IIPR	New York Stock Exchange

Series A Preferred Stock, par value $0.001 per share	IIPR-PA	New York Stock Exchange

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in Item 5.07 below, Innovative Industrial Properties, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 9, 2026. At the Annual Meeting, the stockholders approved the Innovative Industrial Properties, Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”), which replaces the previously existing Innovative Industrial Properties, Inc. 2016 Omnibus Incentive Plan (the “Prior Plan”). Accordingly, the Prior Plan has been terminated as of June 9, 2026; however, the terms and conditions of the Prior Plan will continue to govern any outstanding awards granted thereunder. Upon recommendation of the Company’s compensation committee, the Company’s board of directors approved the 2026 Plan on April 20, 2026, subject to stockholder approval at the Annual Meeting.

Subject to adjustments for changes in capitalization and the 2026 Plan’s share counting and recycling provisions, as of June 9, 2026, an aggregate of 1,250,000 shares of the Company’s common stock may be issued pursuant to awards granted under the 2026 Plan. Officers, employees, consultants and advisors of the Company and its affiliates, as well as members of the Company’s board of directors, are eligible to participate in the 2026 Plan. The 2026 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash incentive awards, dividend equivalent units, and other stock-based awards.

A summary of the material terms of the 2026 Plan is set forth under the caption “Proposal 3: Adoption of the Innovative Industrial Properties, Inc. 2026 Omnibus Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 22, 2026 (the “2026 Proxy Statement”). That summary and the above description of the 2026 Plan do not purport to be complete and are qualified in their entirety by reference to the 2026 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.02.

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

On June 9, 2026, the Company held its Annual Meeting, at which the stockholders voted on proposals as follows:

Proposal 1: Election of five directors, each to serve until the 2027 annual meeting of stockholders and until his successor is duly elected and qualified.

Director Nominees	Votes For		Votes Withheld		Broker Non-Votes
Alan Gold		15,158,881		1,718,472		4,992,391
Scott Shoemaker		10,281,923		6,595,430		4,992,391
Paul Smithers		16,624,187		253,166		4,992,391
David Boyle		15,237,646		1,639,707		4,992,391
Bruce Ives		16,550,854		326,499		4,992,391

Proposal 2: Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

Votes For

Votes Against

Abstentions

Broker Non-Votes

21,610,111

179,893

79,740

N/A

Proposal 3: Approval of the adoption of the 2026 Plan.

Votes For		Votes Against				Abstentions				Broker Non-Votes
13,306,826			3,466,132				104,395				4,992,391

Proposal 4: Advisory vote on the compensation of the Company’s named executive officers.

Votes For		Votes Against				Abstentions				Broker Non-Votes
10,666,254			6,025,986				185,113				4,992,391

Proposal 5: Advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.

One Year		Two Years				Three Years				Abstentions				Broker Non-Votes
16,097,437			87,130				504,627				188,159				4,992,391

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The exhibits listed in the Exhibit Index below are being filed herewith.

Exhibit		Description of Exhibit

10.1		Innovative Industrial Properties, Inc. 2026 Omnibus Incentive Plan (incorporated herein by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 22, 2026).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: June 9, 2026	INNOVATIVE INDUSTRIAL PROPERTIES, INC.

	By:	/s/ David Smith
	Name:	David Smith
	Title:	Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What did Innovative Industrial Properties (IIPR) announce from its 2026 annual meeting?

Innovative Industrial Properties reported voting results from its June 9, 2026 annual meeting. Stockholders elected five directors, approved a new 2026 Omnibus Incentive Plan, ratified BDO USA, P.C. as auditor, and supported current executive compensation and annual say-on-pay frequency.

What is the Innovative Industrial Properties 2026 Omnibus Incentive Plan?

The 2026 Omnibus Incentive Plan is the company’s new equity and incentive compensation program. It replaces the 2016 plan and allows various stock-based and cash awards to officers, employees, consultants, advisors, and directors, subject to its share limits and other terms approved by stockholders.

How many shares are available under IIPR’s 2026 Omnibus Incentive Plan?

As of June 9, 2026, an aggregate of 1,250,000 shares of Innovative Industrial Properties’ common stock may be issued under awards granted pursuant to the 2026 Omnibus Incentive Plan, subject to adjustments for capitalization changes and the plan’s share counting and recycling provisions.

Which directors were elected at Innovative Industrial Properties’ 2026 annual meeting?

Stockholders elected five directors: Alan Gold, Scott Shoemaker, Paul Smithers, David Boyle, and Bruce Ives. Each will serve until the 2027 annual meeting of stockholders and until a successor is duly elected and qualified, based on the voting results disclosed.

Did stockholders approve Innovative Industrial Properties’ auditor for 2026?

Yes. Stockholders ratified the appointment of BDO USA, P.C. as Innovative Industrial Properties’ independent registered public accounting firm for the year ending December 31, 2026, with 21,610,111 votes for, 179,893 against, and 79,740 abstentions recorded in the meeting results.

How did Innovative Industrial Properties’ stockholders vote on executive compensation?

In an advisory vote, stockholders approved the compensation of the company’s named executive officers, with 10,666,254 votes for, 6,025,986 against, and 185,113 abstentions. A separate advisory vote indicated a preference for holding say-on-pay votes every one year.

What frequency for say-on-pay votes did IIPR stockholders prefer?

Stockholders indicated a preference for holding advisory votes on executive compensation every one year. The one-year option received 16,097,437 votes, compared with smaller tallies for two-year and three-year options, plus abstentions and broker non-votes reported in the results.

Filing Exhibits & Attachments

4 documents