Strawberry Fields REIT, Inc.
For the period ended Apr 16, 2024. Filed Apr 17, 2024.
View on SEC.govAbout this filing
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.
Apr 16, 2024 · Filed Apr 17, 2024
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
DEF 14A 1 formdef14a.htm
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
| Filed by Registrant | ☒ |
|---|---|
| Filed by Party other than 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 |
(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): | ||
|---|---|---|
| ☐ | No fee required. | |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
|---|
| (1) | Amount previously paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
6101 Nimtz Parkway
South Bend, Indiana 46628
(574) 807-0800
NOTICE OF ANNUAL
MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 30, 2024
TO OUR STOCKHOLDERS:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Strawberry Fields REIT, Inc., a Maryland corporation (together with its subsidiaries, the “Company,” “we,” “us” or “our”), which will be held on May 30, 2024, at 10:00 a.m., Eastern Time, at 2477 E. Commercial Dr., Ft. Lauderdale, Florida 33308, for the following purposes:
| 1. | To elect five directors to hold office for a one-year term and until each of their successors are elected and qualified; |
| 2. | To ratify the appointment of Hacker, Johnson & Smith, P.A. as our independent certified public accounting firm for the fiscal year ending December 31, 2024; |
| 3. | To authorize the amendment to the Company’s 2021 Equity Incentive Plan; |
| 4. | To authorize an adjournment of the Annual Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of one or more of the above proposals; and |
| 5. | To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. |
The foregoing items of business are more fully described in the Proxy Statement that is attached and made a part of this Notice. Only holders of record of our common stock, par value $0.0001 per share (the “Common Stock”), on the close of business on April 16, 2024 (the “Record Date”), will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.
All stockholders are cordially invited to attend the Annual Meeting in person or virtually through the website https://www.cstproxy.com/strawberryfieldsreit/2024. Your vote is important regardless of the number of shares you own. Only record or beneficial owners of our Common Stock as of the Record Date may attend the Annual Meeting. When you arrive at the Annual Meeting, you will be asked to identify yourself as a stockholder. Additionally, if you cannot attend in person or virtually, you can listen telephonically by dialing 800-450-7155 Conference ID 8439513#.
Whether or not you expect to attend the Annual Meeting, please submit a proxy to vote your shares either via the Internet, by phone or by mail. If you choose to submit your proxy by mail, please complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope in order to ensure representation of your shares. It will help in our preparations for the meeting if you will check the box on the form of proxy if you plan on attending the Annual Meeting. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.
We will be mailing a printed copy of our proxy materials, to each shareholder of record.
Accordingly, on or about April 22, 2024 we will begin mailing the proxy materials to all stockholders of record as of the Record Date.
By Order of the Board of Directors
/s/ Moishe Gubin
Moishe Gubin
Chairman of the Board and Chief Executive Officer
April 16, 2024
South Bend, Indiana
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, TO ASSURE THAT YOUR SHARES WILL BE REPRESENTED, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY ALSO VOTE VIA THE INTERNET OR BY PHONE. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY.
TABLE OF CONTENTS
| Page No. | |
|---|---|
| General Information about the Proxy Statement and Annual Meeting | 1 |
| Security Ownership of Certain Beneficial Owners and Management | 4 |
| Proposal No. 1 - Election of Directors | 5 |
| Audit Committee Report | 20 |
| Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm | 21 |
| Proposal No. 3 - Amendment to the Company’s 2021 Equity Incentive Plan | 22 |
| Proposal No. 4 - Adjournment of the Annual Meeting if Necessary to Permit Further Solicitation of Proxies | 24 |
| Future Stockholder Proposals | 25 |
| Additional Information | 27 |
6101 Nimtz Parkway
South Bend, Indiana 46628
(574) 807-0800
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 30, 2024
PROXY VOTING OPTIONS
YOUR VOTE IS IMPORTANT!
Whether or not you expect to attend in person, we urge you to vote your shares via the Internet, or by signing, dating, and returning the enclosed proxy card at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares will save us the expense and extra work of additional solicitation. Submitting your proxy now will not prevent you from voting your stock at the meeting if you want to do so, as your vote by proxy is revocable at your option.
Voting by theInternet is fast and convenient, and your vote is immediately confirmed and tabulated. Most important, by using the Internet or telephone, you help us reduce postage and proxy tabulation costs.
Or, if you prefer, you can return the enclosed Proxy Card in the envelope provided.
PLEASE DO NOT RETURN THE ENCLOSED PROXY CARD IF YOU ARE VOTING OVER THE INTERNET.
VOTE BY INTERNET: 24 hours a day / 7 days a week INSTRUCTIONS: Read the accompanying Proxy Statement. Go to the following website: http://www.cstproxyvote.com Have your Proxy Card in hand and follow the instructions.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.