{"url_path":"/sec/mdv/8-k/2026-08-11/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1645873/0001645873-26-000075-index.html","accession_number":"0001645873-26-000075","cik":"0001645873","ticker":"MDV","issuer_name":"MODIV INDUSTRIAL, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1645873/0001645873-26-000075-index.html","primary_entity_key":"0001645873","primary_entity_name":"MODIV INDUSTRIAL, INC."},"word_count":572,"has_tables":true,"body_markdown":"Item 5.07.\n\nSubmission of Matters to a Vote of Security Holders.\n\nAs previously disclosed, on May 3, 2026, Modiv Industrial, Inc. (the “Company” or “Modiv”) and Global Net Lease, Inc. (“GNL”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Modiv Operating Partnership, LP (the “Modiv Operating Partnership”), GNL, GNL Motion Merger Sub, LLC (“REIT Merger Sub”), Global Net Lease Operating Partnership, L.P. (the “GNL Operating Partnership”) and GNL Motion OpCo Merger Sub, LLC (“OpCo Merger Sub”). Pursuant to the terms of the Merger Agreement and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Modiv will merge with and into REIT Merger Sub with REIT Merger Sub being the surviving entity (such merger transaction, the “Modiv Merger”) at the effective time of the Modiv Merger. Contemporaneously therewith or immediately following the Modiv Merger, OpCo Merger Sub will merge with and into the Modiv Operating Partnership with the Modiv Operating Partnership being the surviving entity (such merger transaction, the “OpCo Merger” and, together with the Modiv Merger, the “Mergers”) at the effective time of the OpCo Merger.\n\nOn August 10, 2026, the Company held a virtual special meeting of stockholders (the “Special Meeting”) to consider the following proposals:\n\n1.Merger Proposal. A proposal to approve the Modiv Merger, pursuant to the terms of the Merger Agreement, and the other transactions contemplated by the Merger Agreement (the “Merger Proposal”).\n\n2.Merger Compensation Proposal. A proposal to approve, by a non-binding, advisory vote, the compensation that may be paid or become payable to Modiv’s named executive officers in connection with the Mergers (the “Merger Compensation Proposal”).\n\n3.Adjournment Proposal. A proposal to approve the adjournment of the Special Meeting one or more times if necessary or appropriate to permit, among other things, further solicitation proxies in favor of the Merger Proposal (the “Adjournment Proposal”).\n\nAs of the close of business on June 22, 2026, the record date for the Special Meeting, there were 10,323,670 shares of the Company’s Class C common stock, par value $0.001 per share (the “Common Stock”), outstanding and entitled to vote at the Special Meeting. A total of 6,762,735 shares of Common Stock, representing approximately 65.5% of the voting power of the outstanding shares of Common Stock entitled to vote, were present in person or represented by proxy at the Special Meeting, constituting a quorum to conduct business.\n\nEach proposal is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 24, 2026, The Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal were each approved by the requisite vote of the Company’s stockholders. The final voting results for each proposal are presented below.\n\nProposal 1: The Merger Proposal\n\nApproval of the Merger Proposal required the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote on the Merger Proposal. The Merger Proposal was approved.\n\nForAgainstAbstain\n\n6,363,283295,685103,767\n\nProposal 2: The Merger Compensation Proposal\n\nApproval of the Merger Compensation Proposal required the affirmative vote of a majority of votes cast on the Merger Compensation Proposal. The Merger Compensation Proposal was approved.\n\nForAgainstAbstain\n\n5,324,2011,197,030241,504\n\nProposal 3: The Adjournment Proposal\n\nApproval of the Adjournment Proposal required the affirmative vote of a majority of votes cast on the Adjournment Proposal. The Adjournment Proposal was approved, but was not necessary in light of the approval of the Merger Proposal.\n\nForAgainstAbstain\n\n6,179,854444,243138,638"}