Chiron Real Estate Inc.
For the period ended May 15, 2024. Filed Apr 1, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2024 · Filed Apr 1, 2024
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Contents
Cover page
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**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION****
Washington, D.C. 20549
SCHEDULE 14A
**Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
GLOBAL MEDICAL REIT INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee paid on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
CHAIRMAN’S LETTER
April 1, 2024
Dear Stockholder:
On behalf of the Board of Directors of Global Medical REIT Inc., a Maryland corporation, I cordially invite you to attend our annual meeting of stockholders on May 15, 2024, at 10:00 a.m. (ET), to be held virtually, by remote communication. To attend the meeting, you must register athttps://viewproxy.com/gmre/2024/htype.aspby 11:59 p.m. (ET) on May 13, 2024.
We believe that the online tools we have selected will facilitate stockholder communication, allowing stockholders to communicate with us in advance of, and during, the Annual Meeting. During the live Q&A session of the Annual Meeting, we may answer questions as they come in and address those asked in advance, to the extent relevant to the business of the Annual Meeting, as time permits.
Both stockholders of record and street name stockholders will be able to attend the Annual Meeting via live audio webcast, submit their questions during the meeting, and vote their shares electronically at the Annual Meeting.
If you are a registered holder, your virtual control number will be on your Notice of Internet Availability of Proxy Materials or proxy card.
If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration, and you will be assigned a virtual control number in order to vote your shares during the Annual Meeting.
If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the Annual Meeting (but will not be able to vote your shares at the Annual Meeting) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted athttps://viewproxy.com/gmre/2024/htype.asp. On the day of the Annual Meeting, you may only vote during the meeting by e-mailing a copy of your legal proxy tovirtualmeeting@viewproxy.comin advance of the meeting.
We look forward to seeing you at the Annual Meeting.
Sincerely,
Jeffrey Busch
Chairman of the Board, Chief Executive Officer and President
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held Virtually on May 15, 2024
**The Proxy Statement and 2023 Annual Report are available online athttps://www.viewproxy.com/GMRE/2024 and in the “Investor Relations” section of our website athttp://www.globalmedicalreit.com.
The 2024 Annual Stockholder Meeting of Global Medical REIT Inc., a Maryland corporation (the “Company”), will be held virtually via live webcast on May 15, 2024, at 10:00 a.m. (ET). To attend the meeting, you must register athttps://viewproxy.com/gmre/2024/htype.asp by 11:59 p.m. (ET) on May 13, 2024.
Items of Business
As a stockholder, you will be asked to:
| 1. | elect seven nominees to serve as directors on our Board of Directors (our “Board of Directors” or our “Board”), each to serve until the next annual meeting of stockholders and until her or his successor is duly elected and qualifies; |
| 2. | consider and vote on an advisory resolution to approve named executive officer (“NEO”) compensation as described in the Company’s Proxy Statement for the Annual Meeting; |
| 3. | to hold an advisory vote on the frequency of future advisory votes on NEO compensation; |
| 4. | consider and vote on an amendment to our 2016 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 1,500,000 shares; |
| 5. | consider and vote on the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024; and |
| 6. | transact such other business as may properly be brought before the Annual Meeting and at any adjournment or postponement thereof. |
Record Date
The Board of Directors has fixed the close of business on March 20, 2024, as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.
Proxy Voting
You may authorize your proxy on the Internet or by phone. For a beneficial holder to vote at the meeting, you must submit a copy of your legal proxy tovirtualmeeting@viewproxy.com in advance of the meeting. We encourage you to instruct us on the Internet as to the authorization of your proxy. Instructions for authorizing your vote are contained on the Notice of Internet Availability. If for any reason you should decide to revoke your proxy, you may do so at any time prior to its exercise at the Annual Meeting.
Virtual Meeting
To attend the meeting, you must register athttps://viewproxy.com/gmre/2024/htype.aspby 11:59 p.m. (ET) on May 13, 2024. A unique join link to the Annual Meeting and a password will be provided to each stockholder who registers to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting virtually, your vote is very important, and we encourage you to authorize your proxy as promptly as possible. If you vote by proxy, but later decide to attend the Annual Meeting virtually, or for any other reason desire to revoke your proxy, you may still do so by following the procedures set forth in the proxy statement.
As permitted by the Securities and Exchange Commission (the “SEC”), the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to all stockholders of record. All stockholders will have the ability to access the Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on February 28, 2024 (the “Annual Report”) on a website referred to in this Notice of Internet Availability or to request a printed set of these materials at no charge. Instructions on how to access these materials over the Internet or to request a printed copy may be found in this Notice of Internet Availability.
In addition, any stockholder may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to stockholders and will reduce the impact of annual meetings on the environment. A stockholder’s election to receive proxy materials by email will remain in effect until the stockholder terminates it.
We look forward to speaking with you at the meeting.
| Bethesda, Maryland | On behalf of the Board of Directors, |
|---|---|
| Jamie Barber | |
| General Counsel and Secretary |
PROXY STATEMENT
This proxy statement, including the information incorporated by reference herein (collectively, this “Proxy Statement”), provides information about the 2024 Annual Meeting of Stockholders of Global Medical REIT Inc., a Maryland corporation.
| Meeting Information | |
|---|---|
| Date: | May 15, 2024 |
| Time: | 10:00 a.m. (ET) |
| Virtual Meeting: | Register at: https://viewproxy.com/gmre/2024/htype.asp |
| Record Date: | Close of Business on March 20, 2024 |
How to Vote
Your vote is important. You may authorize your proxy in advance of the meeting via the Internet, by telephone or by mail, or by attending and voting online at the 2024 Annual Meeting of Stockholders. Please refer to the Notice of Internet Availability, proxy card or voter instruction form for detailed voting instructions.
The Notice of Internet Availability and this Proxy Statement and form of proxy were first made available to stockholders on the Internet on April 1, 2024.
| Voting Items | Board Vote Recommendation |
|---|---|
| Elect seven nominees to serve as directors on our Board of Directors (our “Board of Directors” or our “Board”), each to serve until the next annual meeting of stockholders and until her or his successor is duly elected and qualifies. See “Proposal 1 – Election of Directors.” | FOR each nominee |
| Consider and vote on an advisory resolution to approve named executive officer (“NEO”) compensation as described in the Proxy Statement. See “Proposal 2 – Advisory Vote on Named Executive Officer Compensation.” | FOR this proposal |
| Consider and vote on an advisory resolution to approve the frequency of future advisory votes on NEO compensation as described in the Proxy Statement. See “Proposal 3 – Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation.” | “One Year” for this proposal |
| Consider and vote on an amendment to our 2016 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 1,500,000 shares. See “Proposal 4 – Amendment to 2016 Equity Incentive Plan.” | FOR this proposal |
| Consider and vote on the ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the year ending December 31, 2024. See “Proposal 5 – Ratification of Appointment of Independent Registered Public Accounting Firm.” | FOR this proposal |
Table of Contents
| CONTACT INFORMATION AND GENERAL INFORMATION | 1 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 2 |
| OVERVIEW OF 2023 PERFORMANCE | 9 |
| PROPOSAL 1 — ELECTION OF DIRECTORS | 13 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 19 |
| CORPORATE GOVERNANCE | 20 |
| PROPOSAL 2 — ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 26 |
| PROPOSAL 3 — ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION | 27 |
| COMPENSATION DISCUSSION AND ANALYSIS | 28 |
| SUMMARY COMPENSATION TABLE FOR 2023, 2022 AND 2021 | 43 |
| 2023 GRANTS OF PLAN-BASED AWARDS TABLE | 45 |
| OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END | 48 |
| 2023 OPTION EXERCISES AND STOCK VESTED TABLE | 50 |
| PENSION BENEFITS | 51 |
| NONQUALIFIED DEFERRED COMPENSATION | 51 |
| PAY RATIO DISCLOSURE | 51 |
| PAY-VERSUS-PERFORMANCE TABLE | 52 |
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL | 55 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 60 |
| COMPENSATION OF DIRECTORS | 61 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 62 |
| PROPOSAL 4 — AMENDMENT TO 2016 EQUITY INCENTIVE PLAN | 63 |
| PROPOSAL 5 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 70 |
| OTHER MATTERS | 72 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.