Medalist Diversified REIT Inc
For the period ended Jun 17, 2025. Filed May 22, 2025.
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Jun 17, 2025 · Filed May 22, 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:
☐ 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 June 17, 2025
Dear Stockholder:
On June 17, 2025, Medalist Diversified REIT, Inc. (the “Company”) will hold an annual meeting of stockholders (the “Annual Meeting”) at 22 Executive Park, Suite 250, Irvine, CA 92614. The Annual Meeting will begin at 10:00 AM Pacific Time. Directions to the Annual Meeting can be obtained by calling (804) 338-7708.
We are holding the Annual Meeting to:
- Elect three Class II directors to hold office for a three-year term expiring in 2028.
The Board of Directors recommends a vote FOR the Board of Directors’ nominees.
| 2. | To approve, in an advisory and non-binding vote, the compensation of our named executive officers as disclosed in this Proxy Statement. |
| 3. | Ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. |
| 4. | To approve the potential issuance of common stock to Mr. Kavanaugh in connection with the redemption of common units of limited partnership interest in the Operating Partnership; and |
| 5. | Attend to such other business as may properly come before the meeting and any adjournment or postponement thereof. |
Your Board of Directors has selected April 14, 2025, as the record date for determining stockholders entitled to vote at the Annual Meeting. This proxy statement and proxy card is being mailed to you on or about May 23, 2025.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on June 17, 2025. This Proxy Statement, including the notice of annual meeting, and 2024 Annual Report to Stockholders are available online athttps://annualgeneralmeetings.com/mdrr2025.
Whether or not you plan to attend the Annual 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.
Holders of shares as of the close of business on April 14, 2025, 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
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.