UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

 

 

Date of Report (Date of earliest event reported):

December 13, 2023

 

TRANSCONTINENTAL REALTY INVESTORS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada		001-09240		94-6565852
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

 

1603 LBJ Freeway, Suite 800 Dallas, Texas		75234
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code

469-522-4200

 

(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:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

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	Trading Symbol	Name of Each Exchange on which Registered
Common Stock, par value $0.01	TCI	New York Stock Exchange

 

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 5.07 - Submission of Matters to the Vote of Security Holders

 

On December 13, 2023, the Annual Meeting of Stockholders of Transcontinental Realty Investors, Inc. (“TCI” or the “Issuer” or the “Registrant”) was held, following a solicitation of proxies, pursuant to a Notice of Annual Meeting and related Proxy Statement, dated November7, 2023, distributed in accordance with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended. On the record date of November6, 2023, a total of 8,639,316 shares of Common Stock were outstanding, with each share entitled to cast one vote.

 

At the meeting, proxies representing at least 7,957,738 shares (92.11% of the outstanding) appeared and were cast, thereby establishing a quorum present in person or by proxy. It was noted that, of the 8,639,316 outstanding shares of Common Stock, 2,867,626shares are held in DTC/CEDE accounts.

 

At the Annual Meeting, which involved the election of directors, the following named persons received the number of votes cast for, against or withheld, as well as the number of abstention and broker non-votes:

 

Name		No. of Votes For				Of Shares Voted, % For				No. of Votes Withheld				No. of Votes Abstained				Broker Non- Votes
Henry A. Butler			7,666,799				88.74	%			270,709				-				20,230
William J. Hogan			7,736,829				89.55	%			200,379				-				20,230
Robert A. Jakuszewski			7,549,744				87.39	%			387,764				-				20,230
Ted R. Munselle			7,522,193				87.07	%			415.315				-				20,230
Bradford A. Phillips			7,549,610				87.39	%			387,898				-				20,230
Fernand Victor Lara Celis			7,732,664				89.51	%			204,844				-				20,230

 

All of the nominees named above, each of which is currently a director of the Registrant, were elected at such Annual Meeting.

 

The second matter presented at the Annual Meeting was the ratification of the appointment of Farmer, Fuqua & Huff, P.C. as the independent registered public accounting firm for the Registrant for the fiscal year ending December 31, 2023, and any interim period. A total of 7,915,084 votes were cast FOR, 38,433 votes were cast AGAINST, and 4,221 votes ABSTAINED from voting with respect to such proposal.

 

The third matter presented at the Annual Meeting was the approval of an Amendment to Article TENTH, Subpart C of the Articles of Incorporation. A total of 7,747,491 votes were cast FOR, 156,089 votes were cast AGAINST, 33,928 votes ABSTAINED and 20,330 votes were broker on-votes.

 

The fourth matter presented at the Annual Meeting was a Stockholder Proposal for engagement of an investment banking firm to evaluate alternatives that will maximize share value for all shareholders. A total of 201,823 votes (2.34%) were cast FOR, 7,728,610 votes were cast AGAINST, 7,075 votes ABSTAINED from voting and 20,230 votes were broker non-votes. The matter failed.

 

The Annual Meeting of the Board of Directors was held on the following day, December 14, 2023. At such meeting, Henry A. Butler was reelected Chairman of the Board and Ted Munselle was appointed as the Presiding Director.

 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Dated: December 15, 2023

 

 

	TRANSCONTINENTAL REALTY INVESTORS, INC.
	By:	/s/ Erik L. Johnson
		Erik L. Johnson, Executive Vice President and Chief Financial Officer