Medalist Diversified REIT Inc

DEF 14A 1 mdrr-20240912xdef14a.htm DEF 14A

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

MEDALIST DIVERSIFIED 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 computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Medalist Diversified REIT, Inc.

P.O. Box 8436

Richmond, Virginia 23226

Proxy Statement and

Notice of Annual Meeting of Stockholders

To Be Held September 12, 2024

Dear Stockholder:

On September 12, 2024, we will hold an annual meeting of stockholders at 22 Executive Park, Suite 250, Irvine, CA 92614. The meeting will begin at 10:00 AM Pacific Time. Directions to the meeting can be obtained by calling (804) 338-7708.

We are holding this meeting to:

1. Elect one Class I director to hold office for a three-year term expiring in 2027.

The Board of Directors recommends a vote FOR the Board of Directors’ nominee.

2. To approve, in an advisory and non-binding vote, the compensation of our named executive officers as disclosed in this Proxy Statement.

3. To vote, on an advisory and non-binding basis, on the frequency of future advisory votes on the compensation of our named executive officers.

The Board of Directors recommends a vote for the option of one year.

4. Ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

5. To approve an amendment to the Company’s Articles of Incorporation to effect a reverse stock split of the Company’s outstanding common stock by a ratio of any whole number in a range of 1-for-10 and 1-for-100, with such ratio to be determined in the discretion of the Board of Directors and with such action to be effected at such time and date, if at all, as determined by the Board of Directors within one year after the conclusion of the 2024 Annual Meeting of Stockholders.

6. Attend to such other business as may properly come before the meeting and any adjournment or postponement thereof.

Your Board of Directors has selected July 9, 2024, as the record date for determining stockholders entitled to vote at the meeting.

This proxy statement and proxy card is being mailed to you on or about August 23, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on September 12, 2024. This Proxy Statement, including the notice of annual meeting, and 2023 Annual Report to Stockholders are available online at https://ts.vstocktransfer.com/irhlogin/MDRR.

Whether or not you plan to attend the meeting and vote, we urge you to have your vote recorded as early as possible. Stockholders can submit their votes by proxy by mailing the enclosed proxy card.

**YOUR VOTE IS VERY IMPORTANT! Your immediate response will help avoid potential delays and may save us significant additional expenses associated with soliciting stockholder votes.**Jon Wheeler notified the Company that he intends to nominate four nominees to stand for election as a Class I director at the Annual Meeting in opposition to the nominee recommended by our Board of Directors. You may receive a proxy statement, proxy card and other solicitation materials from Mr. Wheeler. The Company is not responsible for the accuracy of any information provided by, or relating to, Mr. Wheeler or his nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Mr. Wheeler or any other statements that Mr. Wheeler may otherwise make. Mr. Wheeler chooses which of our stockholders will receive his proxy solicitation materials, so some or all of our stockholders may not receive proxy solicitation materials from Mr. Wheeler.

After careful consideration, our Board of Directors does NOT endorse any of Mr. Wheeler’s nominees and unanimously recommends that you vote “FOR” the election of the nominee proposed by the Board of Directors on your universal proxy card received from the Company. The Board of Directors strongly urges you NOT to sign or return any proxy card that you may receive from Mr. Wheeler. If you have previously submitted a proxy card sent to you by Mr. Wheeler, you can revoke that proxy and vote for our Board of Directors’ nominee and on the other matters to be voted on at the Annual Meeting by signing, dating and mailing the enclosed universal proxy card from the Company in the envelope provided. Only your latest dated proxy will be counted.

We strongly encourage you to read the accompanying proxy statement carefully and to use the enclosed universal proxy card from the Company to vote for the Board of Directors’ nominee, and in accordance with the Board of Directors’ recommendations on the other proposals, as soon as possible. You may vote your shares by signing and dating the enclosed universal proxy card and returning it in the postage-paid envelope provided, whether or not you plan to attend the Annual Meeting in person. For your convenience, you may also vote your shares via the Internet or by a toll-free telephone number by following the instructions on the enclosed universal proxy card.

If your shares are held in street name through a broker, bank, trustee or other nominee, you are considered the beneficial owners of those shares. As the beneficial owner, you have the right to direct your broker, bank, trustee or other nominee how to vote your shares. Without your voting instructions, to the extent your broker, bank, trustee or other nominee provides you with any proxy materials from Mr. Wheeler, your broker, bank, trustee or other nominee may not vote your shares with respect to the election of directors (Proposal 1) or on any of the other proposals on the agenda for the Annual Meeting.We encourage you to instruct your broker, bank, trustee or other nominee to vote your shares by following the instructions on the enclosed universal proxy card from the Company.

YOUR VOTE IS EXTREMELY IMPORTANT THIS YEAR IN LIGHT OF THE PROXY CONTEST BEING CONDUCTED BY MR. WHEELER.

Holders of shares as of the close of business on July 9, 2024, the record date for voting at the Annual Meeting, are urged to submit a universal proxy card from the Company, even if your shares were sold after such date.

Thank you for your continued support.

By Order of the Board of Directors

/s/ Francis P. Kavanaugh

Francis P. Kavanaugh, Secretary