UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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The Parking REIT, INC. |
(Name of Registrant as Specified In Its Charter) |
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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THE PARKING REIT, INC.,
2965 S. Jones Blvd. # C1-100,
9130 West Post Road, Suite 200 Las Vegas, NV 8914689148
August 20, 2018
November 17, 2020
Dear Stockholder:Fellow Stockholders:
On behalf of the Board of Directors, or the Board, of The Parking REIT, Inc., a Maryland corporation, or the Company, I invite you to attend the 2018 annual meeting2020 Annual Meeting of stockholders,Stockholders, or the Annual Meeting, of the Company. The Annual Meeting will be held on October 5, 2018,on December 28, 2020, commencing at 10:9:00 a.m., Eastern Time,Time. The Annual Meeting is currently scheduled to be held at the offices of Venable LLP, located at 750 E. Pratt Street, Suite 900, Baltimore, Maryland 21202. However, as part of our precautions regarding the coronavirus disease 2019 (COVID- 19), we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the Company and available at www.TheParkingREIT.com where you will also find information on how to attend the virtual meeting.
At the Annual Meeting, you will be asked to consider and vote upon:
the election of sevenfour nominees for director, with each to serve on the Board until the next annual meeting of stockholders and until his successor is duly elected and qualifies;
the ratification of the appointment of RBSM LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018;2020; and
such other matters as may properly come before the Annual Meeting and any postponement or adjournment thereofthereof.
The Board has fixed the close of business on August 20, 2018November 13, 2020 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Record holders of shares of our common stock at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting.
For further information regarding the matters to be considered and acted upon at the Annual Meeting, Iwe urge you to carefully read the accompanying proxy statement.Proxy Statement. We make proxy materials available to our stockholders on the internet. You can access proxy materials at https://www.proxy-direct.com/prt-30162.www.proxy-direct.com/tpr-31791. You also may authorize your proxy via the internet or by telephone by following the instructions on that website. In order to authorize your proxy via the internet or by telephone, you must have the stockholder identification number that appears on the materials sent to you. If you received a Notice of Internet Availability of Proxy Materials, you also may request a paper or an e-mail copy of our proxy materials and a paper proxy card by following the instructions included in the notice. If you attend the Annual Meeting, you may vote in person if you wish, even if you previously have submitted your proxy.
You
All stockholders are cordially invited to attend the Annual Meeting. RegardlessIn light of whetherthe COVID-19 pandemic, admission to the Annual Meeting will be by ticket only. Please follow the advance registration instructions set forth in the section of the Proxy Statement titled “Questions and Answers About the Annual Meeting —How Do I Attend the Annual Meeting?” beginning on page 2. If you own a fewdo not provide an admission ticket, you will not be admitted to the Annual Meeting. In addition, all attendees will be required to comply with federal, state, and local government directives, including social distancing requirements and wearing face coverings. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting.
Whether or many shares and whethernot you plan to attend, please authorize a proxy to vote your shares by one of the methods described in the accompanying Proxy Statement. Should you receive more than one proxy because your shares are registered in different names and addresses, each proxy should be authorized appropriately to ensure that all of your shares will be voted. You may revoke your proxy at any time prior to the Annual Meeting. If you attend the Annual
Meeting in person and vote by ballot, your proxy will be revoked automatically and only your vote in person at the Annual Meeting in person orwill be counted. Attendance alone is not it is important that your shares be voted on matters that come before the Annual Meeting.sufficient to revoke a previously authorized proxy.
We encourage you to read the accompanying materials carefully and thank you in advance for your continued support.
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Sincerely, Michael V. Shustek Chairman and Chief Executive Officer Sincerely,
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| Michael V. Shustek |
| Chief Executive Officer |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 5, 2018
DECEMBER 28, 2020 THIS PROXY STATEMENT AND OUR 20172020 ANNUAL REPORT TO STOCKHOLDERS
ARE AVAILABLE ATHTTPS:https://WWW.PROXY-DIRECT.COM/PRT-30162
www.proxy-direct.com/tpr-31791.
The accompanying notice, proxy statementProxy Statement and form of proxy are first being mailed or otherwise distributed to our stockholders on or about August 20, 2018.November 17, 2020.
THE PARKING REIT, INC.,
NOTICE OF 20182020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 5, 2018
DECEMBER 28, 2020 TO THE STOCKHOLDERS OF THE PARKING REIT, INC.:
NOTICE IS HEREBY GIVEN that the 20182020 Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) of The Parking REIT, Inc., a Maryland corporation (the "Company"“Company”), will be held on October 5, 2018,December 28, 2020, at 10:9:00 a.m., Eastern Time, at the offices of Venable LLP, located at 750 E. Pratt Street, Suite 900, Baltimore, Maryland 21202, for the following purposes, as more fully described in the Proxy Statement accompanying this notice:
| 1. | To consider and vote upon the election of sevenfour nominees for director, with each to serve on the Board of Directors of the Company (the "Board“Board of Directors"Directors”) until the next annual meeting of stockholders and until his successor is duly elected and qualifies.qualifies; |
| 2. | To consider and vote upon the ratification of the appointment of RBSM LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018.2020; and |
| 3. | To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. |
While the Annual Meeting is currently scheduled to be held at the offices of Venable LLP, located at 750 E. Pratt Street, Suite 900, Baltimore, Maryland 21202, the Company is taking precautions regarding the coronavirus disease 2019 (COVID-19) and planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If the Company takes this step, it will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the Company and available at www.TheParkingREIT.com where you will also find information on how to attend the virtual meeting.
The Board of Directors has fixed the close of business on August 20, 2018,November 13, 2020, as the record date for the determination of the common stockholders entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment thereof. Only those common stockholders of record of the Company as of the close of business on the record date will be entitled to vote at the Annual Meeting or any postponement or adjournment thereof.
All common stockholders are cordially invited to attend the Annual Meeting in person. Whether or not you plan to attend, please authorize a proxy to vote your shares by oneBy Order of the methods described in the accompanying Proxy Statement. Should you receive more than one proxy because your shares are registered in different namesBoard of Directors,
Michael V. Shustek
Chairman, Chief Executive Officer and addresses, each proxy should be authorized appropriately to assure that all of your shares will be voted. You may revoke your proxy at any time prior to the Annual Meeting. If you attend the Annual Meeting in person and vote by ballot, your proxy will be revoked automatically and only your vote in person at the Annual Meeting will be counted. Attendance alone is not sufficient to revoke a previously authorized proxy.Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY
November 17, 2020
TABLE OF
PROXY MATERIALSCONTENTS
WE HAVE ELECTED TO PROVIDE ACCESS TO OUR PROXY MATERIALS OVER THE INTERNET AT HTTPS://WWW.PROXY-DIRECT.COM/PRT-30162 UNDER THE SECURITIES AND EXCHANGE COMMISSION'S RULES. BY PROVIDING THE INFORMATION YOU NEED THROUGH THE INTERNET, WE WILL LOWER THE OVERALL COSTS OF THE DELIVERY OF PROXY MATERIALS FOR THE ANNUAL MEETING. AS A RESULT, WE ARE MAILING TO OUR COMMON STOCKHOLDERS A NOTICE INSTEAD OF A PAPER COPY OF THIS PROXY STATEMENT, PROXY CARD AND OUR 2017 ANNUAL REPORT. THE NOTICE CONTAINS INSTRUCTIONS ABOUT HOW TO OBTAIN A PAPER COPY OF OUR ANNUAL REPORT AND PROXY MATERIALS. PLEASE READ THE PROXY STATEMENT AND PROXY CARD CAREFULLY AND DETERMINE THE METHOD YOU WILL USE TO VOTE OR AUTHORIZE A PROXY TO VOTE ON YOUR BEHALF. |
| By Order of the Board of Directors,Page | |
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| Michael V. Shustek |
| Chief Executive Officer and Secretary |
Las Vegas, Nevada | |
August 20, 2018 | |
TABLE OF CONTENTS
THE PARKING REIT, INC.,
2965 S. Jones Blvd. # C1-100,
9130 West Post Road, Suite 200 Las Vegas, NV 8914689148
(702)(702) 534-5577
2020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 5, 2018.DECEMBER 28, 2020
The accompanying proxy is solicited on behalf of the Board of Directors (the "Board"“Board” or "Board“Board of Directors"Directors”) of The Parking REIT, Inc., a Maryland corporation (the "Company"“Company”), for exercise at our 20182020 Annual Meeting of Stockholders (the "meeting"“meeting” or "Annual Meeting"“Annual Meeting”) to be held on October 5, 2018December 28, 2020 at 10:9:00 a.m., Eastern Time, at the offices of Venable LLP, located at 750 E. Pratt Street, Suite 900, Baltimore, Maryland 21202, or at any postponement or adjournment thereof, for the purposes set forth herein and in the accompanying Notice of 20182020 Annual Meeting of Stockholders. In this Proxy Statement, unless the context requires otherwise, "we," "us,"“we,” “us,” or "our"“our” refer to the Company.
Please authorize a proxy to vote your shares of common stock by one of the methods described in this Proxy Statement. This Proxy Statement, has information about the Annual Meeting and was prepared by MVP Realty Advisors, LLC, dba The Parking REIT Advisors (the "Advisor"), the sole advisor of the Company, at the request of our Board. This Proxy Statement, the accompanying proxy card and other proxy material are first being made available to you on or about August 20, 2018.November 17, 2020.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 20182020 ANNUAL MEETING OF STOCKHOLDERS
We are furnishing our proxy materials to our common stockholders over the Internet in accordance with the Securities and Exchange Commission ("SEC"(“SEC”) rules. The proxy materials include the Notice of 20182020 Annual Meeting of Stockholders, this Proxy Statement, the accompanying proxy card and the Company's Annual Report on Form 10-K for the year ended December 31, 2017.2019. The proxy materials will be available on the Internet at https:ttps://www.proxy-direct.com/prt-30162 (commontpr-31791 (common stockholders will need to enter their control number reflected on the notice regarding the internet availability of proxy materials that they receive). Common stockholders will not receive printed copies of the proxy materials unless they request written copies of such materials. A Notice of Internet Availability of Proxy Materials (the "Notice"“Notice”) is being mailed to each of our common stockholders of record as of the close of business on the Record Date (as defined below) with instructions on how to access and review the proxy materials on the Internet, how to authorize a proxy through the Internet, by telephone or through the mail as well as how to request printed copies of the proxy materials.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
We are providing you with this proxy statement,Proxy Statement, which contains information about the proposals to be considered and voted upon at our Annual Meeting. To make this information easier to understand, we have presented some of the information below in a question and answer format. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement.Proxy Statement. See also, "Where“Where Can I Find More Information About the Company?"”
Q.When and where is the Annual Meeting?
A. The Annual Meeting is currently scheduled to be held on December 28, 2020 at 9:00 a.m., Eastern Time, at the offices of Venable LLP, located at 750 E. Pratt Street, Suite 900, Baltimore, Maryland 21202. However, as part of our precautions regarding the coronavirus disease 2019 (COVID-19), we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the Company and available at www.TheParkingREIT.com where you will also find information on how to attend the virtual meeting.
Q.How do I attend the Annual Meeting?
A. If you plan to attend the Annual Meeting, you must register in advance by no later than December 10, 2020 and follow these instructions to gain admission. Attendance at the Annual Meeting is limited to stockholders as of the close of business on the Record Date or their authorized proxy holders or representatives. Cameras, sound or video recording equipment, cellular telephones, smartphones or other similar equipment, and electronic devices will not be allowed in the meeting room. To gain admission to an in-person Annual Meeting, you must present an admission ticket and valid, government-issued picture identification, such as a driver’s license or passport.
If you are a stockholder of record as of the close of business on the Record Date and intend to attend the meeting or appoint another individual as a proxy holder or authorized named representative to attend the Annual Meeting on your behalf, or you are a beneficial owner as of the close of business on the Record Date, you must send a written request for an admission ticket by regular mail to our Corporate Secretary at The Parking REIT, Inc., 9130 W. Post Road, Suite 200, Las Vegas, Nevada 89148, by fax to (702) 534-5578 and by email to IRProxy@TheParkingREIT.com. Each stockholder may appoint only one proxy holder or authorized representative to attend the meeting on his, her or its behalf. Requests for record holders to attend the Annual Meeting or for authorized proxy holders or named representatives to attend the Annual Meeting must be received by no later than December 10, 2020. Please include the following information when submitting your request: (i) your name and complete mailing address; (ii) proof that you are the record owner of your shares of common stock of the Company as of the close of business on the Record Date or, if you are a beneficial owner, a brokerage statement reflecting your ownership of shares of common stock as of the close of business on the Record Date; (iii) a signed authorization appointing such individual to be your authorized named representative at the Annual Meeting, which includes the individual’s name, mailing address, telephone number and email address, and a description of the extent of his or her authority; and (iv) a legal proxy if you intend such representative to vote your shares of common stock of the Company at the Annual Meeting.
We reserve the right to deny entry to the Annual Meeting if the above conditions are not satisfied.
ALL ATTENDEES WILL BE REQUIRED TO COMPLY WITH FEDERAL, STATE, AND LOCAL GOVERNMENT DIRECTIVES, INCLUDING SOCIAL DISTANCING REQUIREMENTS AND WEARING FACE COVERINGS, AS WELL AS ANY REQUIREMENTS SET FORTH BY THE PROPERTY MANAGER OF THE BUILDING WHERE WE ARE HOLDING THE ANNUAL MEETING. ANYONE WHO HAS TESTED POSITIVE FOR COVID-19, EXHIBITS CENTERS FOR DISEASE CONTROL-DEFINED SYMPTOMS, HAS KNOWINGLY BEEN EXPOSED TO COVID-19, HAS TRAVELLED INTERNATIONALLY OR HAS BEEN ADVISED BY A MEDICAL PROFESSIONAL OR HEALTH AGENCY TO SELF-ISOLATE OR QUARANTINE ON OR AFTER DECEMBER 2, 2020 MAY NOT ATTEND THE ANNUAL MEETING IN PERSON.
Q.How do I vote or authorize a proxy to vote my shares at the Annual Meeting?
| Q. | When and where is the Annual Meeting?
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| A. | The Annual Meeting will be held on October 5, 2018 at 10:00 a.m., Eastern Time, at the offices of Venable LLP, located at 750 E. Pratt Street, Suite 900, Baltimore, Maryland 21202, or at any postponement or adjournment thereof.
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| Q. | How do I vote or authorize a proxy to vote my shares at the Annual Meeting?
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| A. | You may authorize a proxy to vote your shares in the following manner: |
| • | Authorizing a Proxy by Mail — Stockholders may authorize a proxy by completing the accompanying proxy card and mailing it in the accompanying self-addressed postage-paid return envelope.
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| • | Authorizing by Telephone — Stockholders may authorize a proxy by calling 1-800-337-3503 and following the instructions provided.
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| • | Authorizing a Proxy by Internet — Stockholders may authorize a proxy by completing the electronic proxy card at https://www.proxy-direct.com.
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Authorize a Proxy by Mail - Stockholders may authorize a proxy by completing the accompanying proxy card and mailing it in the accompanying self-addressed postage-paid return envelope.
Authorize a Proxy by Telephone - Stockholders may authorize a proxy by calling 1-800-337-3503 and following the instructions provided.
Authorize a Proxy by Internet - Stockholders may authorize a proxy by completing the electronic proxy card at www.proxy-direct.com.
In addition, you may vote in person at the Annual Meeting. Stockholders of record as of the close of business on the Record Date (as defined below) may vote in person at the Annual Meeting. Written ballots will be passed out to those stockholders who want to voteprovided at the Annual Meeting. All stockholders must present a form of personal identification in order to be admitted to the Annual Meeting. NO CAMERAS, RECORDING EQUIPMENT, ELECTRONIC DEVICES, LARGE BAGS, BRIEFCASES OR PACKAGES WILL BE PERMITTED AT THE ANNUAL MEETING.
If your shares are held by a bank, broker or other nominee (that is, in "street name"“street name”), you are considered the beneficial owner of your shares and you should refer to the instructions provided by your bank, broker or other nominee regarding how to vote. In addition, because a beneficial owner is not the stockholder of record, you may not vote shares held by a bank, broker or nominee in street name in person at the Annual Meeting unless you obtain a "legal proxy"“legal proxy” from the bank, broker or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. Obtaining a legal proxy may take several days.
| Q. | Why did you send me this proxy statement?
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| A. | We sent you this proxy statement and the proxy card on behalf of the Board, which is soliciting a proxy from you to vote your shares at the Annual Meeting. This proxy statement contains information we are required to provide to you, and is designed to assist you in voting your shares. |
| Q. | Will my vote make a difference?
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| A. | Yes. Your vote is needed to ensure that the proposals can be acted upon. YOUR VOTE IS VERY IMPORTANT! Your immediate response will help avoid potential delays and may save the Company significant additional expenses associated with soliciting stockholder votes. We encourage you to participate in the governance of the Company.
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-2-Q.
Why did you send me this Proxy Statement?
PLEASE AUTHORIZE A PROXY TO VOTE YOUR SHARES VIA THE INTERNET OR TELEPHONE OR BY COMPLETING, SIGNING AND DATING THE ACCOMPANYING PROXY CARD AND RETURNING IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
Q.Will my vote make a difference?
A. Yes. Your vote is needed to ensure that the proposals can be acted upon. YOUR VOTE IS VERY IMPORTANT! Your immediate response will help avoid potential delays and may save the Company significant additional expenses associated with soliciting stockholder votes. We encourage you to participate in the governance of the Company.
Q.Who is entitled to vote?
A. All holders of common stock of record as of the close of business on November 13, 2020, the record date fixed by the Board for determining the holders of record of our common stock entitled to notice of, and to vote at, the Annual Meeting (the “Record Date”) are entitled to vote at the Annual Meeting. The holders of the outstanding shares of Series A Convertible Redeemable Preferred Stock and Series 1 Convertible Redeemable Preferred Stock of the Company are not entitled to vote at the Annual Meeting.
Q.How many votes do I have?
A. Each of the outstanding shares of our common stock, as of the close of business on the Record Date, is entitled to one vote for as many individuals as there are directors to be elected at the Annual Meeting and one vote on each of the other matters to be considered and voted upon at the Annual Meeting. On the Record Date, there were 7,327,696 shares of common stock issued and outstanding and entitled to vote at the Annual Meeting. Votes may not be cumulated in the election of directors.
Q.What am I voting on?
| Q. | Who is entitled to vote?
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| A. | On or about August 20, 2017, we will begin mailing the proxy materials to all holders of common stock of record as of the close of business on August 20, 2018, the record date fixed by the Board for determining the holders of record of our common stock entitled to notice of and to vote at the Annual Meeting (the "Record Date"). The holders of the outstanding shares of Series A Convertible Redeemable Preferred Stock and Series 1 Convertible Redeemable Preferred Stock of the Company are not entitled to vote at the Annual Meeting.
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| Q. | How many votes do I have?
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| A. | Each of the outstanding shares of our common stock, as of the close of business on the Record Date, is entitled to one vote for as many individuals as there are directors to be elected at the Annual Meeting and one vote on each of the other matters to be considered and voted upon at the Annual Meeting. On the Record Date, there were 6,549,572 shares of common stock issued and outstanding and entitled to vote at the Annual Meeting.
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| Q. | What am I voting on?
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| A. | At the Annual Meeting, we will be asking you to consider and vote upon the following: | |
| 1. | The election of seven nominees for director, with each to serve on the Board until the next annual meeting of stockholders and until his successor is duly elected and qualifies ("Proposal No. 1"). | | |
| 2. | The ratification of the appointment of RBSM LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018 ("Proposal No. 2").
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| 3. | Such other business as may properly come before the meeting or any postponement or adjournment thereof.
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| We are not currently aware of any other matter to be presented at the Annual Meeting other than those described in this Proxy Statement. If any other matter not described in the Proxy Statement is properly presented at the Annual Meeting, any proxies received by us will be voted in the discretion of the proxy holders.
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| Q. | What are our Board's recommendations?
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| A. | The Board recommends a vote:
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| | | | · | "FOR" each of the seven director nominees set forth in Proposal No. 1.
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| | | | | "FOR" the ratification the appointment of RBSM LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018 under Proposal No. 2.
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The election of four nominees for director, with each to serve on the Board until the next annual meeting of stockholders and until his successor is duly elected and qualifies (“Proposal No. 1”).
The ratification of the appointment of RBSM LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020 (“Proposal No. 2”).
Such other business as may properly come before the meeting or any postponement or adjournment thereof.
Q.What is the required vote for approval of each proposal?
A. Each proposal requires the following vote in order to be approved: