Modiv Industrial, Inc.MDV
Recorded

Modiv Industrial, Inc. EGM 2026

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Period 2026Duration9 minParticipants2

Transcript

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Aaron HalfacreCEO and President

Morning, ladies and gentlemen. I'm Aaron Halfacre, Chief Executive Officer and President of Modiv Industrial Inc. I want to welcome all of you to this special meeting of stockholders. I will serve as chairman of the meeting, and John Raney, the company's Chief Financial Officer, General Counsel, and Secretary, will serve as Secretary of the meeting. In order to conduct an orderly meeting and give all stockholders an opportunity to participate, we will follow the agenda and the rules of conduct that are posted for stockholders on their virtual meeting portal. As a reminder, recording of this meeting is prohibited.

Aaron HalfacreCEO and President

To briefly recap the agenda, after we review a few formalities, I will call the formal meeting to order, and Mr. Raney will introduce the proposals described in detail in the proxy statement, which are, number one, the approval of the merger of the company with and into GNL Motion Merger Sub, LLC, pursuant to the agreement and plan of merger dated as of May 3rd, 2026, by and among the company, Modiv Operating Partnership, LP, Global Net Lease, Inc., Global Net Lease Operating Partnership, L.P., GNL Motion Merger Sub, LLC, GNL Motion OpCo Merger Sub, LLC, and the other transactions contemplated by such merger agreement. We refer to this proposal as the merger proposal. Number two, the approval by a non-binding advisory vote of the compensation that may be paid or become payable to the company's named executive officers in connection with the mergers contemplated by the merger agreement.

Aaron HalfacreCEO and President

We refer to this proposal as the merger compensation proposal. Number three, the approval of any adjournments of the special meeting one or more times, if necessary or appropriate, to permit, among other things, further solicitation of in favor of the merger proposal. We refer to this proposal as the adjournment proposal. We will discuss each of these items, and you will have the opportunity to vote if you have not already done so. Following the voting, we will announce preliminary results and adjourn the meeting. It's now my pleasure to call the meeting to order. We have been provided with the tabulation of proxies and ballots by Broadridge Financial Solutions, Inc., which we refer to as Broadridge. Jim Rate of American Election Services, LLC has been designated the Inspector of Election of this special meeting and is present today.

Aaron HalfacreCEO and President

He has been duly sworn and has taken and signed an oath to faithfully execute his duties with strict impartiality and to the best of his ability. The oath of Inspector of Election will be filed as part of the minutes of this special meeting. I have certified the list of the stockholders of record at the close of business on June 22nd, 2026, which is the record date for this special meeting. Only stockholders of record as of the record date or their authorized proxy holders are entitled to vote on matters presented at this special meeting. Written notice of this meeting was mailed on or about June 24th, 2026 to all holders of record of our common stock, along with a proxy statement, a proxy card, and Broadridge has presented an affidavit certifying to the mailing of notice.

Aaron HalfacreCEO and President

The Secretary of this special meeting will file the notice and certificate, as well as a copy of the proxy statement for this special meeting, and the certified list of stockholders with the minutes of the company will be filed. The Inspector of Election has presented his preliminary report to me indicating the presence of a quorum. We are informed by the Inspector of Election that as of the close of business on the record date, Modiv Industrial, Inc. had 10,323,670 shares of Class C common stock outstanding, each of which is entitled to one vote at this special meeting. As of right now, based on information provided by Broadridge in connection with the tabulation of proxies, there are sufficient shares of the company's stock present in person or by proxy and entitled to vote at this special meeting to constitute a quorum.

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