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 | ||
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 | ||