GLADSTONE COMMERCIAL CORP false 0001234006 0001234006 2021-03-02 2021-03-02 0001234006 us-gaap:CommonStockMember 2021-03-02 2021-03-02 0001234006 good:A7.00SeriesDCumulativeRedeemablePreferredStockMember 2021-03-02 2021-03-02 0001234006 good:A6.625SeriesECumulativeRedeemablePreferredStockMember 2021-03-02 2021-03-02





Washington, D.C. 20549



Form 8-K




Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): March 2, 2021



Gladstone Commercial Corporation

(Exact Name of Registrant as Specified in Charter)




Maryland   001-33097   02-0681276

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification Number)

1521 Westbranch Drive, Suite 100, McLean, Virginia 22102

(Address of Principal Executive Offices) (Zip Code)

(703) 287-5800

(Registrant’s telephone number, including area code)

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





Name of each exchange

on which registered

Common Stock, $0.001 par value per share   GOOD   Nasdaq Global Select Market
7.00% Series D Cumulative Redeemable Preferred Stock, par value $0.001 per share   GOODM   Nasdaq Global Select Market
6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share   GOODN   Nasdaq Global Select Market

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 2, 2021, Mike Sodo gave notice that he was resigning as the Chief Financial Officer of Gladstone Commercial Corporation (the “Company”), effective March 26, 2021. The Company is currently searching for Mr. Sodo’s replacement.

As of the same date, the Company also appointed Gary Gerson, age 56, as Interim Chief Financial Officer, effective upon Mr. Sodo’s departure on March 26, 2021. Prior to joining the Company, from 2013 to 2020, Mr. Gerson served as Chief Financial Officer of Spotted Hawk Development Company, LLC, an Apollo Investment Corporation (Nasdaq: AINV) portfolio company. In addition, Mr. Gerson previously served as Treasurer and Managing Principal of The Gladstone Companies from 2006 to 2012 providing valuable finance functions to the Company and affiliated Gladstone funds. Mr. Gerson is a CFA Charterholder and a Certified Public Accountant in the Commonwealth of Virginia. He earned his Bachelor of Science from the United States Naval Academy and his Master of Business Administration from Yale University.


Item 9.01.

Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.





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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Gladstone Commercial Corporation


March 2, 2021     By:  

/s/ Michael Sodo


Michael Sodo

Chief Financial Officer