Presidio Property Trust, Inc.

8-K · form8-k.htm

0001080657

 2026-06-02
 2026-06-02

 0001080657

 SQFT:SeriesCommonStock0.01ParValuePerShareMember

 2026-06-02
 2026-06-02

 0001080657

 SQFT:Sec9.375SeriesDCumulativeRedeemablePerpetualPreferredStock0.01ParValuePerShareMember

 2026-06-02
 2026-06-02

 0001080657

 SQFT:SeriesCommonStockPurchaseWarrantsToPurchaseSharesOfCommonStockMember

 2026-06-02
 2026-06-02

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

  

 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 2, 2026

  

 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
5.07. Submission of Matters to Vote of Security Holders.

  

 (a) On
June 2, 2026, Presidio Property Trust, Inc. (“Company”) held, in virtual meeting format, its 2026 Annual Meeting of Stockholders
(“Annual Meeting”). Of the 1,441,678 shares of common stock issued and outstanding and eligible to vote as of the close of
business on the record date of March 31, 2026, 863,863 shares, or 59.92% of the eligible shares, were present virtually or represented
by proxy at the Annual Meeting, and therefore, a quorum was present.

  

 (b) The
proposals voted on at the Annual Meeting are more fully described in the Proxy Statement on Schedule 14A filed by the Company with the
Securities and Exchange Commission on April 21, 2026.

  

 The
voting results reported herein are the final, certified voting results for each proposal presented at the Annual Meeting, as reported
by Tracy Oats, the Inspector of Election appointed for the Annual Meeting. Such results were as follows:

  

 Proposal
1 : The Company’s two (2) director nominees were re-elected to serve on the Company’s board of directors (the
“Board”) until the Company’s 2029 annual meeting of stockholders and until their respective successors have been
duly elected and qualified, as follows:

  

 DIRECTOR
  
 FOR
  
 WITHHELD

 Jack
 K Heilbron
  
 416,813
  
 52,691

 James
 R Durfey
  
 417,417
  
 52,087

  

 Proposal
2 : The appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2026 was ratified, as follows:

  

 FOR
  
 AGAINST
  
 ABSTAIN

 804,540
  
 20,069
  
 39,254

  

 Proposal
3 : An amendment and restatement of the Company’s 2017 Incentive Award Plan (the “Plan”) to (i) increase the number
of shares available for issuance thereunder to 550,000 from 450,000 shares of common stock and (ii) revise the Plan’s evergreen
provision to, on April 1st and October 1st of each year, automatically increase the maximum number of shares of common stock available
under the Plan to 15% of the Company’s outstanding shares of common stock, if on such date 550,000 shares constitute less than
15% of the Company’s then-outstanding shares of common stock was approved, as follows:

  

 FOR
  
 AGAINST
  
 ABSTAIN

 398,325
  
 67,717
  
 3,462

  

 (c) Not
applicable.

  

 (d) Not
applicable.

  

 Item
8.01 Other Events.

  

 Elena
Piliptchak’s current term as a Class III director expired at the Annual Meeting. The Board has approved a reduction in the size
of the Board from six directors to five directors, to become effective immediately following the end of Ms. Piliptchak’s term.

  

 Item
9.01 Financial Statements and Exhibits.

  

 (d)
Exhibits

  

 Exhibit Number
  
 Exhibit
 Title or Description

  
  
  

 104
  
 Cover
 Page Interactive Data File (the cover page XBRL tags are 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.

  

 Date:
 June 2, 2026
 PRESIDIO
 PROPERTY TRUST, INC.

  
  
  

  
 By:
 /s/
 Ed Bentzen

  
  
 Ed
 Bentzen

  
  
 Chief
 Financial Officer