Presidio Property Trust Announces Director Changes and Agreements

TL;DR

Presidio Property Trust swaps a director, inks a deal, and adjusts exec pay.

AI Summary

Presidio Property Trust, Inc. announced on May 9, 2024, the departure of director Michael L. Van Der Kamp and the appointment of new director David J. K. Lee. The company also entered into a material definitive agreement and disclosed compensatory arrangements for certain officers.

Why It Matters

Changes in board composition and new agreements can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Director changes and new agreements can introduce uncertainty regarding future strategy and leadership effectiveness.

Key Players & Entities

• Presidio Property Trust, Inc. (company) — Filer
• Michael L. Van Der Kamp (person) — Departing Director
• David J. K. Lee (person) — Appointed Director
• May 9, 2024 (date) — Reporting Period

FAQ

Key Financial Figures

• $0.01 — ich registered Series A Common Stock, $0.01 par value per share SQFT The Nasdaq
• $100,000 — d to reimburse the Investor Group up to $100,000 for the Investor Group's reasonably inc
• $1.5 billion — nal for Axial Capital Management LLC, a $1.5 billion long-short equity "Tiger Cub" fund, fro

Filing Documents

• form8-k.htm (8-K) — 74KB
• ex10-1.htm (EX-10.1) — 143KB
• ex99-1.htm (EX-99.1) — 21KB
• ex99-1_001.jpg (GRAPHIC) — 6KB
• 0001493152-24-018672.txt ( ) — 503KB
• sqft-20240509.xsd (EX-101.SCH) — 4KB
• sqft-20240509_def.xml (EX-101.DEF) — 27KB
• sqft-20240509_lab.xml (EX-101.LAB) — 37KB
• sqft-20240509_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 7KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2024 Presidio Property Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34049 33-0841255 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 4995 Murphy Canyon Road , Suite 300 San Diego , California 92123 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (760) 471-8536 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Series A Common Stock, $0.01 par value per share SQFT The Nasdaq Stock Market LLC 9.375% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share SQFTP The Nasdaq Stock Market LLC Series A Common Stock Purchase Warrants to Purchase Shares of Common Stock SQFTW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement. On May 9, 2024, Presidio Property Trust, Inc. (the "Company") entered into a cooperation agreement (the "Cooperation Agreement") with Zuma Capital Management, LLC ("Zuma") and certain individuals and entities named on the signature pages thereto (such individuals and entities, collectively and together with Zuma, the "Investor Group," and the Investor Group, together with the Company, the "Parties") with respect to the composition of the Company's Board of Directors (the "Board"), the Company's 2024 annual meeting of stockholders (including any and all adjournments, postponements, and continuations thereof, the "2024 Annual Meeting"), and certain other matters, as provided in the Cooperation Agreement. Pursuant to the Cooperation Agreement, Zuma has irrevocably withdrawn the letter it submitted notifying the Company of its intent to nominate certain director candidates to the Board at the 2024 Annual Meeting (such letter, as supplemented from time to time, the "Nomination Notice"), and has agreed to cease all solicitation efforts in connection with the 2024 Annual Meeting. The Cooperation Agreement was effective upon its execution and terminates on the date on which results for the Company's 2026 annual meeting of stockholders (including any and all adjournments, postponements, and continuations thereof, the "2026 Annual Meeting") are certified; provided, however, that if the Company re-nominates the New Director (as defined below) or any Replacement Appointee (as defined below) at the 2026 Annual Meeting, the termination date of the Cooperation Agreement will be automatically extended until the date that the New Director or any Replacement Appointee, as applicable, is no longer a member of the Board (the "Termination Date"). Pursuant to the Cooperation Agreement, the Company has increased the size of the Board from six to seven directors and appointed Elena Piliptchak (the "New Director") as a Class III director to the Board, with an initial term expiring at the 2026 Annual Meeting. Pursuant to the Cooperation Agreement, the Company has agreed that, during the period from the date of the Cooperation Agreement to the Termination Date, the New Director will be given the same due consideration for membership to each committee of the Board as any other independent director, and within 14 days of the date of the Cooperation Agreement, the New Director will be appointed to at least two (2) of the Board's committees, including the Nominating and Corporate Governance Committee and that the second committee appointment will be to the Audit Committee, the Compensation Committee,

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