Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On May 24, 2023, in connection with the Cooperation Agreement described in Item 8.01 below, the Board of Directors (the "Board") of Medalist Diversified REIT, Inc. (the "Company") increased the size of the Board from five (5) to six (6) directors and appointed Francis P. Kavanaugh to the Board, effective May 24, 2023, for a term expiring at the Company's 2023 annual meeting of stockholders (the "2023 Annual Meeting"). The Cooperation Agreement also provides that the Company will nominate Mr. Kavanaugh for re-election at the 2023 Annual Meeting, for a term expiring at the Company's 2024 annual meeting of stockholders (the "2024 Annual Meeting"). In addition, pursuant to the Cooperation Agreement, Mr. Kavanaugh was appointed as a member of the previously announced Special Committee of the Board charged with the exploration of potential strategic alternatives in order to maximize stockholder value.

The Board has determined that Mr. Kavanaugh is an independent director as defined in the listing standards of The Nasdaq Stock Market LLC and the applicable rules of the U.S. Securities and Exchange Commission (the "SEC"). Mr. Kavanaugh will participate in the Company's compensation program for its independent directors.

Other than the Cooperation Agreement, there are no arrangements or understandings between Mr. Kavanaugh and any other person pursuant to which he was selected as a director, and Mr. Kavanaugh is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On May 24, 2023, the Company issued a press release announcing the appointment of Mr. Kavanaugh to the Board and the Special Committee of the Board. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.




 Item 8.01 Other Events.

On May 24, 2023, the Company entered into a cooperation agreement (the "Cooperation Agreement") with Mr. Kavanaugh. The information contained in Item 5.02 of this Current Report on Form 8-K regarding the Cooperation Agreement is incorporated by reference into this Item 8.01.

During the term of the Cooperation Agreement (as described below), Mr. Kavanaugh will be subject to customary standstill restrictions, including, but not limited to, nominating, recommending for nomination or giving notice of intent to nominate or recommend for nomination a person for election at any annual or special meeting of stockholders at which the Company's directors are to be elected (a "Stockholder Meeting"), initiating, encouraging or participating in any solicitation of proxies or consents in respect of any election contest or removal contest at any Stockholder Meeting with respect to the Company's directors, and submitting, initiating, making or being a proponent of any stockholder proposal for consideration at, or bringing any business before, any Stockholder Meeting.

The term of the Cooperation Agreement begins on May 24, 2023 and continues until the earlier of (i) the day following the 2024 Annual Meeting, (ii) the consummation of a sale of all or substantially all of the assets of the Company, (iii) the consummation of a merger or other business combination, or (iv) Mr. Kavanaugh's resignation from the Board.

The foregoing summary of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.   Description
  10.1          Cooperation Agreement, dated May 24, 2023, by and among Francis P.
              Kavanaugh and the Company
  99.1          Press Release dated May 24, 2023
104           Cover Page Interactive Data File - the cover page XBRL tags are
              embedded within the Inline XBRL Document

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