GLADSTONE LAND Corp
For the period ended May 14, 2026. Filed Mar 27, 2026.
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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 14, 2026 · Filed Mar 27, 2026
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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:
| ☐ | 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 Pursuant to §240.14a-12 |
Gladstone Land 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):
| ☑ | No fee required. |
|---|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
1521 Westbranch Drive, Suite 100
McLean, Virginia 22102
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 14, 2026
To the Stockholders of Gladstone Land Corporation:
We are notifying you that the 2026 Annual Meeting of Stockholders of Gladstone Land Corporation will be held on Thursday, May 14, 2026, at 11:00 a.m. Eastern Daylight Time. To maximize stockholder participation and provide a consistent experience regardless of location, the 2026 Annual Meeting of Stockholders will be a completely “virtual meeting.” 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/LAND2026 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 2026 Annual Meeting of Stockholders, you will be asked to consider and vote upon the following proposals:
To elect two directors to hold office for terms that will expire at the 2029 Annual Meeting of Stockholders and when their respective successors are duly elected and qualified; and
To ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026.
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 20, 2026, as the record date for determining the stockholders entitled to notice of and to vote at the 2026 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 2025 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 2026 Annual Meeting of Stockholders and align with our sustainability practices.
By Order of the Board of Directors,
Michael LiCalsi
Co-General Counsel and Co-Secretary
McLean, Virginia
March 27, 2026
The Board of Directors is soliciting proxies to be used at the 2026 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 vote 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
TABLE OF CONTENTS
| PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS | 1 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING | 1 |
| PROPOSAL 1 ELECTION OF DIRECTORS TO THE CLASS OF 2029 | 7 |
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 11 |
| PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 19 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 21 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 22 |
| EXECUTIVE OFFICERS | 24 |
| EXECUTIVE COMPENSATION | 25 |
| DIRECTOR COMPENSATION | 25 |
| COMPENSATION COMMITTEE REPORT | 26 |
| TRANSACTIONS WITH RELATED PERSONS | 26 |
| HOUSEHOLDING OF PROXY MATERIALS | 31 |
| OTHER MATTERS | 31 |
Throughout this proxy statement, we identify certain materials that are available in full on our website and refer the reader to additional information available on our website. The information contained on, or available through, our website is not and shall not be deemed to be incorporated by reference in this proxy statement.
1521 Westbranch Drive, Suite 100, McLean, Virginia 22102
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.