5 unchanged sentences
b) Management’s Annual Report on Internal Control Over Financial Reporting
−Removed: Refer to Management’s Report on Internal Controls over Financial Reporting located in Item 8 of this Form 10-K.
+Added: Refer to Management’s Report on Internal Controls over Financial Reporting located in Item 8 of this Annual Report on Form 10-K.
c) Attestation Report of the Registered Public Accounting Firm
−Removed: Refer to the Report of Independent Registered Public Accounting Firm located in Item 8 of this Form 10-K.
+Added: Refer to the Report of Independent Registered Public Accounting Firm located in Item 8 of this Annual Report on Form 10-K.
d) Changes in Internal Control over Financial Reporting
5 unchanged sentences
Directors, Executive Officers and Corporate Governance.
−Removed: The information required by Item 10 is hereby incorporated by reference from our 2020 Proxy Statement under the captions “ Election of Directors to Class of 2023, ” “ Information Regarding the Board of Directors and Corporate Governance, ” “ Compensation Committee Report, ” “ Executive Officers ,” and “ Delinquent Section 16(a) Reports, ” and sub-caption “ Code of Business Conduct and Ethics.
+Added: The information required by Item 10 is hereby incorporated by reference from our 2021 Proxy Statement under the captions “ Election of Directors to Class of 2024, ” “ Information Regarding the Board of Directors and Corporate Governance, ” “ Compensation Committee Report, ” “ Executive Officers ,” and sub-caption “ Code of Business Conduct and Ethics, ” as well as from the information disclosed under the caption “Code of Ethics” included in Part I, item 1 of this Annual Report on Form 10-K.
Executive Compensation.
21 unchanged sentences
Exhibit Index
−Removed: Exhibit Number
−Removed: Exhibit Description
+Added: Exhibit Number Exhibit Description
3.1 Articles of Restatement, incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No.
14 unchanged sentences
001-33097), filed December 1, 2016.
+Added: 3.9 Articles Supplementary for 6.00% Series F Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-33097), filed February 20, 2020.
4.1 Form of Certificate for Common Stock of the Registrant, incorporated by reference to Exhibit 4.1 to Pre-Effective Amendment No.
5 unchanged sentences
001-33097), filed September 27, 2019.
+Added: 4.4 Form of Certificate for 6.00% Series F Cumulative Redeemable Preferred Stock of the Registrant, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-33097), filed February 20, 2020.
4.5 Form of Indenture, incorporated by reference to Exhibit 4.6 to the Registrant’s Registration Statement on Form S-3 (File No.
2 unchanged sentences
333-236143), filed January 29, 2020.
−Removed: Description of the Registrant’s securities registered pursuant to Section 12 of the Exchange Act.
+Added: 4.7 Description of the Registrant’s securities registered pursuant to Section 12 of the Exchange Act (filed herewith).
10.1 Administration Agreement between the Registrant and Gladstone Administration, LLC, dated January 1, 2007, incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K (File No.
35 unchanged sentences
001-33097), filed December 3, 2019.
+Added: 10.15 Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of Gladstone Commercial Limited Partnership, including Exhibit SFP thereto, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-33097), filed February 20, 2020.
+Added: 10.16 Escrow Agreement, dated as of February 20, 2020, by and between Gladstone Commercial Corporation and UMB Bank, National Association, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Escrow Agreement, dated as of February 20, 2020, by and between Gladstone Commercial Corporation and UMB Bank, National Association, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-33097), filed February 20, 2020.
+Added: 8-K (File No.
+Added: 001-33097), filed February 20, 2020.
+Added: 10.17 Sixth Amended and Restated Investment Advisory Agreement, dated as of July 14, 2020, by and between the Registrant and Gladstone Management Corporation.
+Added: incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q (File No.
+Added: 001-33097), filed July 27, 2020.
+Added: 10.18 Third Amended and Restated Credit Agreement and Other Loan Documents, dated as of February 11 , 2021, by and among Gladstone Commercial Limited Partnership, as borrower, Gladstone Commercial Corporation and certain of its wholly owned subsidiaries, as guarantors, each of the financial institutions initially a signatory thereto together with their successors and assignees, as lenders, and KeyBank National Association, as lender and agent (filed herewith) .
21 List of Subsidiaries of the Registrant (filed herewith).
4 unchanged sentences
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
−Removed: The following materials from the Registrant’s Annual Report on Form 10-K, formatted in XBRL (eXtensible Business Reporting Language):
+Added: 99.1 Estimated Value Methodology for Series F Cumulative Redeemable Preferred Stock and Senior Common Stock as of December 31, 2020.
+Added: 101.INS* XBRL Instance Document
+Added: 101.SCH* XBRL Taxonomy Extension Schema Document
+Added: 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
+Added: 101.LAB* XBRL Taxonomy Extension Label Linkbase Document
+Added: 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
+Added: 101.DEF* XBRL Definition Linkbase
+Added: 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+Added: * Attached as Exhibit 101 to this Annual Report on Form 10-K are the following materials, formatted in XBRL (eXtensible Business Reporting Language):
(i) the Consolidated Balance Sheets as of December 31, 2020 and December 31, 2019, (ii) the Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2020, 2019 and 2018, (iii) the Consolidated Statements of Stockholders' Equity for the years ended December 31, 2020, 2019 and 2018, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018 and (v) the Notes to Consolidated Financial Statements.
3 unchanged sentences
Gladstone Commercial Corporation
−Removed: February 12, 2020
+Added: February 16, 2021 By:
/s/ Michael Sodo
Chief Financial Officer
−Removed: February 12, 2020
+Added: February 16, 2021 By:
/s/ David Gladstone
3 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: February 12, 2020
+Added: February 16, 2021 By:
/s/ David Gladstone
2 unchanged sentences
Board of Directors (principal executive officer)
−Removed: February 12, 2020
+Added: February 16, 2021 By:
/s/ Terry Lee Brubaker
1 unchanged sentence
Vice Chairman, Chief Operating Officer and Director
−Removed: February 12, 2020
+Added: February 16, 2021 By:
/s/ Michael Sodo
1 unchanged sentence
(principal financial and accounting officer)
−Removed: February 12, 2020
+Added: February 16, 2021 By:
/s/ Anthony W.
−Removed: February 12, 2020
+Added: February 16, 2021 By:
/s/ Michela A.
−Removed: February 12, 2020
+Added: February 16, 2021 By:
/s/ Paul Adelgren
Paul Adelgren
−Removed: February 12, 2020
+Added: February 16, 2021 By:
/s/ John Outland
−Removed: February 12, 2020
+Added: February 16, 2021 By:
/s/ Walter H.
1 unchanged sentence
Wilkinson, Jr.
−Removed: February 12, 2020
+Added: February 16, 2021 By:
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.