Current Report Filing (8-k)

UNITED STATES

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): June 4, 2021

Innovative Industrial Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-37949

81-2963381

(State or Other Jurisdiction

of Incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

1389 Center Drive, Suite 200

Park City, Utah 84098

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (858) 997-3332

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 (see General Instruction A.2. below):

¨	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))

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. ¨

Securities Registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	IIPR	New York Stock Exchange
Series A Preferred Stock, par value $0.001 per share	IIPR-PA	New York Stock Exchange

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 4, 2021, Innovative Industrial Properties, Inc. (the “Company”) held its annual meeting of stockholders, at which the stockholders voted on proposals as follows:

Proposal 1: Election of six directors, each to serve until the 2022 annual meeting of stockholders and until his or her successor is duly elected and qualified.

	Votes For		Votes Withheld		Broker Non-Votes
Alan Gold		14,091,034		925,463		4,348,741
Gary Kreitzer		14,487,974		528,523		4,348,741
Mary Curran		14,670,823		345,674		4,348,741
Scott Shoemaker		14,175,421		841,076		4,348,741
Paul Smithers		14,958,551		57,946		4,348,741
David Stecher		14,954,883		61,614		4,348,741

Proposal 2: Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.

Votes For		Votes Against		Abstentions		Broker Non-Votes
19,214,541		90,288		60,409		—

Proposal 3: Advisory vote on the compensation of the Company’s named executive officers.

Votes For		Votes Against		Abstentions		Broker Non-Votes
14,255,655		696,289		64,553		4,348,741

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit
Number

Description of Exhibit

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.