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  4. [8-K] Presidio Property Trust, Inc. Reports Material Event

Presidio Property Trust (NASDAQ: SQFT) OKs equity plan changes, trims board

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Presidio Property Trust, Inc. reported the final results of its 2026 Annual Meeting of Stockholders held on June 2, 2026. Stockholders representing 863,863 shares, or 59.92% of the 1,441,678 common shares outstanding as of March 31, 2026, were present, establishing a quorum.

Two director nominees, Jack K. Heilbron and James R. Durfey, were re-elected to serve until the 2029 annual meeting. Stockholders also ratified Baker Tilly US, LLP as independent registered public accounting firm for the year ending December 31, 2026.

In addition, stockholders approved an amendment and restatement of the 2017 Incentive Award Plan to increase available shares from 450,000 to 550,000 and to revise the evergreen provision so the share pool may automatically increase to 15% of outstanding common shares on April 1 and October 1 each year. The Board reduced its size from six to five directors following the expiration of Elena Piliptchak’s term.

Positive

  • None.

Negative

  • None.

Insights

Routine annual meeting with expanded equity plan and smaller board.

The meeting confirmed continuity on the Presidio Property Trust board, with two directors re-elected through the 2029 annual meeting and the existing audit firm, Baker Tilly US, LLP, ratified for the 2026 fiscal year.

The approved amendment to the 2017 Incentive Award Plan raises the share pool to 550,000 and adds an evergreen feature targeting up to 15% of outstanding common stock. This increases potential future equity-based compensation capacity while tying it to the company’s evolving share count.

The Board’s decision to reduce its size from six to five directors, effective after Elena Piliptchak’s term expired at the meeting, slightly streamlines governance. Overall, these changes appear incremental and administrative rather than transformational based on the disclosed details.

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 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding eligible to vote 1,441,678 shares Common stock as of March 31, 2026 record date
Shares represented at meeting 863,863 shares Present or by proxy at 2026 Annual Meeting; 59.92% turnout
Director votes – Jack K. Heilbron 416,813 for / 52,691 withheld Election to board until 2029 annual meeting
Director votes – James R. Durfey 417,417 for / 52,087 withheld Election to board until 2029 annual meeting
Auditor ratification votes 804,540 for; 20,069 against; 39,254 abstain Baker Tilly US, LLP for fiscal year ending Dec. 31, 2026
Incentive plan share increase From 450,000 to 550,000 shares 2017 Incentive Award Plan amended and restated
Evergreen provision threshold 15% of outstanding shares Automatic adjustment on April 1 and October 1 if pool below 15%
Board size change From six to five directors Effective after expiration of Elena Piliptchak’s term at 2026 meeting
Annual Meeting of Stockholders financial
"held, in virtual meeting format, its 2026 Annual Meeting of Stockholders"
independent registered public accounting firm financial
"the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"
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.
2017 Incentive Award Plan financial
"amendment and restatement of the Company’s 2017 Incentive Award Plan (the “Plan”)"
evergreen provision financial
"revise the Plan’s evergreen provision to, on April 1st and October 1st of each year"
An evergreen provision is a clause in a financing or contract that automatically renews or replenishes the arrangement unless one party actively cancels it, like a subscription that keeps renewing each term. For investors it matters because it creates predictable, ongoing access to funding or ongoing contractual obligations — helping liquidity and planning — but can also hide long-term commitments or dilution risks if not reviewed.
Inspector of Election financial
"as reported by Tracy Oats, the Inspector of Election appointed for the Annual Meeting"
Cumulative Redeemable Perpetual Preferred Stock financial
"9.375% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share"
A cumulative redeemable perpetual preferred stock is a type of ownership share that pays fixed dividends forever unless the company stops them, and any missed dividends accumulate and must be paid later. It can be redeemed (bought back) by the issuer at specified times or prices, so it behaves partly like a long-term loan; investors care because it sits ahead of common shares for payments and can affect a company’s cash needs and perceived credit risk.
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Understanding 8-K Material Events →
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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, 2026

 

Presidio Property Trust, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland   001-34049   33-0841255

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

4995 Murphy Canyon Road, Suite 300

San Diego, California 92123

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (760) 471-8536

 

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
         
Series A Common Stock, $0.01 par value per share   SQFT   The Nasdaq Stock Market LLC
         
9.375% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share   SQFTP   The Nasdaq Stock Market LLC
         
Series A Common Stock Purchase Warrants to Purchase Shares of Common Stock   SQFTW   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 Vote of Security Holders.

 

(a) On June 2, 2026, Presidio Property Trust, Inc. (“Company”) held, in virtual meeting format, its 2026 Annual Meeting of Stockholders (“Annual Meeting”). Of the 1,441,678 shares of common stock issued and outstanding and eligible to vote as of the close of business on the record date of March 31, 2026, 863,863 shares, or 59.92% of the eligible shares, were present virtually or represented by proxy at the Annual Meeting, and therefore, a quorum was present.

 

(b) The proposals voted on at the Annual Meeting are more fully described in the Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on April 21, 2026.

 

The voting results reported herein are the final, certified voting results for each proposal presented at the Annual Meeting, as reported by Tracy Oats, the Inspector of Election appointed for the Annual Meeting. Such results were as follows:

 

Proposal 1: The Company’s two (2) director nominees were re-elected to serve on the Company’s board of directors (the “Board”) until the Company’s 2029 annual meeting of stockholders and until their respective successors have been duly elected and qualified, as follows:

 

DIRECTOR   FOR   WITHHELD
Jack K Heilbron   416,813   52,691
James R Durfey   417,417   52,087

 

Proposal 2: The appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, as follows:

 

FOR   AGAINST   ABSTAIN
804,540   20,069   39,254

 

Proposal 3: An amendment and restatement of the Company’s 2017 Incentive Award Plan (the “Plan”) to (i) increase the number of shares available for issuance thereunder to 550,000 from 450,000 shares of common stock and (ii) revise the Plan’s evergreen provision to, on April 1st and October 1st of each year, automatically increase the maximum number of shares of common stock available under the Plan to 15% of the Company’s outstanding shares of common stock, if on such date 550,000 shares constitute less than 15% of the Company’s then-outstanding shares of common stock was approved, as follows:

 

FOR   AGAINST   ABSTAIN
398,325   67,717   3,462

 

(c) Not applicable.

 

(d) Not applicable.

 

Item 8.01 Other Events.

 

Elena Piliptchak’s current term as a Class III director expired at the Annual Meeting. The Board has approved a reduction in the size of the Board from six directors to five directors, to become effective immediately following the end of Ms. Piliptchak’s term.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number   Exhibit Title or Description
     
104   Cover Page Interactive Data File (the cover page XBRL tags are 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 2, 2026 PRESIDIO PROPERTY TRUST, INC.
     
  By: /s/ Ed Bentzen
    Ed Bentzen
    Chief Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What key decisions were made at Presidio Property Trust (SQFT)'s 2026 Annual Meeting?

Stockholders re-elected two directors, ratified Baker Tilly US, LLP as the independent registered public accounting firm for 2026, and approved changes to the 2017 Incentive Award Plan. The Board also reduced its size from six to five directors after one director’s term expired.

How many Presidio Property Trust (SQFT) shares were represented at the 2026 Annual Meeting?

A total of 863,863 shares of common stock were present virtually or represented by proxy. This represented 59.92% of the 1,441,678 common shares issued, outstanding, and eligible to vote as of the March 31, 2026 record date, establishing a valid quorum.

What changes were approved to Presidio Property Trust (SQFT)'s 2017 Incentive Award Plan?

Stockholders approved increasing the shares available under the 2017 Incentive Award Plan from 450,000 to 550,000. They also approved revising the plan’s evergreen provision so the share pool can automatically increase to 15% of outstanding common stock on April 1 and October 1 each year.

Which auditor did Presidio Property Trust (SQFT) stockholders ratify for fiscal 2026?

Stockholders ratified Baker Tilly US, LLP as Presidio Property Trust’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 804,540 votes for, 20,069 against, and 39,254 abstentions according to the certified voting results.

How did Presidio Property Trust (SQFT) stockholders vote on director elections in 2026?

Two directors were re-elected. Jack K. Heilbron received 416,813 votes for and 52,691 withheld. James R. Durfey received 417,417 votes for and 52,087 withheld. Both will serve on the board until the 2029 annual meeting and until successors are duly elected.

Did Presidio Property Trust (SQFT) change the size of its Board of Directors?

Yes. After Class III director Elena Piliptchak’s term expired at the 2026 Annual Meeting, the Board approved reducing its size from six directors to five. The reduction became effective immediately following the end of her term, modestly consolidating board seats.

Filing Exhibits & Attachments

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