Item 1.01 Entry into a Material Definitive Agreement.
On January 14, 2020, Gladstone Land Corporation (the "Company") amended and
restated its existing advisory agreement, as amended from time to time (the
"Agreement"), with Gladstone Management Corporation, a registered investment
adviser (the "Adviser"), by entering into the Fourth Amended and Restated
Investment Advisory Agreement between the Company and the Adviser (the "Amended
Agreement"). The Company's entrance into the Amended Agreement was approved
unanimously by its board of directors, including, specifically, its independent
directors. The Amended Agreement revised and replaced the previous calculation
of the Base Management Fee, which was based on Total Equity, with a calculation
based on Gross Tangible Real Estate. The revised Base Management Fee will be
payable quarterly in arrears and shall be calculated at an annual rate of 0.50%
(0.125% per quarter) of the prior calendar quarter's "Gross Tangible Real
Estate," defined in the Amended Agreement as the gross cost of tangible real
estate owned by the Company (including land and land improvements, irrigation
and drainage systems, horticulture, farm-related facilities, and other tangible
site improvements), prior to any accumulated depreciation, and as shown on the
Company's balance sheet or the notes thereto for the applicable quarter. The
calculation of the other fees in the Amended Agreement remain unchanged. The
revised Base Management Fee calculation will begin with the fee calculations for
the quarter ending March 31, 2020. All other terms of the Agreement remained the
same. All capitalized terms not defined in this Current Report on Form 8-K are
defined in the Amended Agreement.
The description above is only a summary of the material provisions of the
Amended Agreement and is qualified in its entirety by reference to a copy of the
Amended Agreement, which will be filed with the Company's next periodic report.
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