Farmland Partners Inc.
For the period ended May 6, 2025. Filed Mar 24, 2025.
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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 6, 2025 · Filed Mar 24, 2025
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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:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
(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 the appropriate box):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.
March 24, 2025
Dear Fellow Stockholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Farmland Partners Inc., which will be held at 101 Main Street West, White Sulphur Springs, WV 24986, on May 6, 2025, at 10:00 a.m. Eastern Time.
The matters expected to be acted upon at the meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
In accordance with U.S. Securities and Exchange Commission rules, we are using the Internet as our primary means of furnishing proxy materials to our stockholders. Because we are using the Internet, most stockholders will not receive paper copies of our proxy materials. We will instead send our stockholders a notice with instructions for accessing the proxy materials and voting via the Internet. This notice also provides information on how our stockholders may obtain paper copies of our proxy materials if they so choose. We believe the use of the Internet makes the proxy distribution process more efficient and less costly, and helps in conserving natural resources.
The Proxy Statement, the accompanying form of proxy card, the Notice of Annual Meeting of Stockholders and the Annual Report to Stockholders/Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available at http://www.proxyvote.com and may also be accessed through our website at www.farmlandpartners.com under the “SEC Filings” section. If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy.
Your vote is important. Please cast your vote as soon as possible over the Internet, by telephone, or by completing and returning the proxy card to ensure that your shares are represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend in person. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares in person.
On behalf of our Board of Directors and our employees, we thank you for your continued interest in and support of our company. We look forward to seeing you on May 6, 2025.
Sincerely,
| | | | | ||
|---|---|---|---|---|---|
| | Paul A. Pittman | | | Luca Fabbri | |
| | Executive Chairman | | | President and Chief Executive Officer | |
4600 S. Syracuse Street, Suite 1450
Denver, Colorado 80237
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 6, 2025
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Farmland Partners Inc. (the “Company”) will be held at 101 Main Street West, White Sulphur Springs, WV 24986, on May 6, 2025, at 10:00 a.m. Eastern Time for the following purposes:
(1)
to elect the six director nominees named in the Proxy Statement;
(2)
to ratify the appointment of Crowe LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025;
(3)
to approve, in an advisory (non-binding) vote, the compensation of our named executive officers;
(4)
to approve the Fourth Amendment and Restatement of the Farmland Partners Inc. 2014 Equity Incentive Plan; and
(5)
to transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) of the Annual Meeting.
The Proxy Statement accompanying this notice describes each of these items of business in detail. The Board of Directors has fixed the close of business on March 10, 2025 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting. Accordingly, only stockholders of record at the close of business on March 10, 2025 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the Annual Meeting.
Your vote is important. Whether or not you expect to attend the meeting, please vote via the Internet, by telephone, or complete, date, sign and promptly return the proxy card so that your shares may be represented at the meeting.
| | | | | By Order of the Board of Directors, | |
|---|---|---|---|---|---|
| | | | | | |
| | | | | Christine M. Garrison General Counsel and Secretary | |
| | Denver, Colorado March 24, 2025 | | | | |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 6, 2025.
This Notice of Annual Meeting of Stockholders, the Proxy Statement, accompanying form of proxy card and our Annual Report to Stockholders/Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available at www.proxyvote.com.
| · · · Page · | |||||||
|---|---|---|---|---|---|---|---|
| ABOUT THE MEETING | | | | | 1 | | |
| PROPOSAL 1: ELECTION OF DIRECTORS | | | | | 6 | | |
| PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | | | | 9 | | |
| CORPORATE GOVERNANCE AND BOARD MATTERS | | | | | 11 | | |
| Other Governance Enhancements | | | | | 11 | | |
| Role of the Board in Risk Oversight | | | | | 11 | | |
| Board Committees | | | | | 12 | | |
| Director Selection Process | | | | | 14 | | |
| Code of Business Conduct and Ethics | | | | | 14 | | |
| Availability of Corporate Governance Materials | | | | | 16 | | |
| Independence of Directors | | | | | 16 | | |
| Board Leadership Structure | | | | | 16 | | |
| Board and Committee Meetings | | | | | 17 | | |
| Annual Meeting Attendance | | | | | 17 | | |
| Executive Sessions of Non-Management Directors | | | | | 17 | | |
| Communications with the Board | | | | | 17 | | |
| Director Compensation | | | | | 17 | | |
| EXECUTIVE OFFICERS | | | | | 19 | | |
| COMPENSATION OF NAMED EXECUTIVE OFFICERS | | | | | 19 | | |
| Compensation | | | | | 21 | | |
| Outstanding Equity Awards at Fiscal Year-End December 31, 2024 | | | | | 21 | | |
| Pay versus Performance | | | | | 21 | | |
| Employment Agreements | | | | | 23 | | |
| EQUITY COMPENSATION PLAN INFORMATION | | | | | 25 | | |
| REPORT OF THE AUDIT COMMITTEE | | | | | 25 | | |
| PRINCIPAL STOCKHOLDERS | | | | | 26 | | |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | | | | | 27 | | |
| Related Party Transaction Policy | | | | | 27 | | |
| Indemnification of Officers and Directors | | | | | 28 | | |
| PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION | | | | | 29 | | |
| Vote Required and Recommendation | | | | | 29 | | |
| PROPOSAL 4: APPROVAL OF FOURTH AMENDMENT AND RESTATEMENT OF THE FARMLAND PARTNERS INC. 2014 EQUITY INCENTIVE PLAN | | | | | 30 | | |
| OTHER MATTERS | | | | | 39 | | |
| Other Matters to Come Before the 2025 Annual Meeting | | | | | 39 | | |
| Stockholders Proposals and Nominations for the 2026 Annual Meeting | | | | | 39 | | |
| Householding of Proxy Materials | | | | | 39 | | |
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