GLADSTONE COMMERCIAL CORP

DEF 14A 1 d905961ddef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

**(Rule 14a-101) **

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Gladstone Commercial Corporation

(Name of Registrant as Specified in its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

1521 Westbranch Drive, Suite 100

McLean, Virginia 22102

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 1, 2025

To the Stockholders of Gladstone Commercial Corporation:

We are notifying you that the 2025 Annual Meeting of Stockholders of Gladstone Commercial Corporation will be held on Thursday, May 1, 2025, at 11:00 a.m. Eastern Daylight Time. To maximize stockholder participation and provide a consistent experience regardless of location, the 2025 Annual Meeting of Stockholders will be a completely “virtual meeting” via live webcast over the Internet. You will be able to attend the meeting as well as vote and submit your questions during the live webcast of the meeting by visitingwww.virtualshareholdermeeting.com/GOOD2025 and entering the company number and control number included in your “Notice of Internet Availability of Proxy Materials” on your proxy card or in the instructions that accompanied your proxy materials.

At the 2025 Annual Meeting of Stockholders, you will be asked to consider and vote upon the following proposals:

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

You may also be asked to consider and vote upon any such other business as may properly come before the meeting or any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on March 7, 2025, as the record date for determining the stockholders entitled to notice of and to vote at the 2025 Annual Meeting of Stockholders and at any adjournment or postponement thereof.

Pursuant to rules adopted by the Securities and Exchange Commission, we are providing access to our proxy materials over the Internet. As a result, we are mailing to our stockholders a “Notice of Internet Availability of Proxy Materials,” which contains instructions on how stockholders can access those documents over the Internet and vote their shares. The Notice of Internet Availability of Proxy Materials also contains instructions on how stockholders can receive a paper copy of our proxy materials, including this Proxy Statement, our 2024 Annual Report, and a proxy card or voting instruction card. We believe this process will expedite stockholders’ receipt of proxy materials, lower the costs of our 2025 Annual Meeting of Stockholders and align with our sustainability practices.

By Order of the Board of Directors,

Michael LiCalsi

Secretary

McLean, Virginia

March 14, 2025

The Board of Directors is soliciting proxies to be used at the 2025 Annual Meeting of Stockholders. All of our stockholders are cordially invited to attend the Annual Meeting via webcast. Whether or not you plan to attend the Annual Meeting, you are urged to submit your proxy electronically via the Internet or by telephone as instructed in these materials. Submitting your proxy or voting instructions promptly will assist us in reducing the expenses of additional proxy solicitation, but it will not affect your right to vote if you attend the virtual Annual Meeting via webcast (and, if you are not a stockholder of record, if you have obtained a legal proxy from the bank, broker, trustee or other nominee that holds your shares giving you the right to vote the shares at the virtual Annual Meeting).

1521 Westbranch Drive, Suite 100

McLean, Virginia 22102