8-K
HINES GLOBAL INCOME TRUST, INC. (HGIT)
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 of 1934
| Date of Report (Date of Earliest Event Reported): | October 1, 2024 |
|---|
Hines Global Income Trust, Inc.
__________________________________
(Exact name of registrant as specified in its charter)
Commission file number: 000-55599
| Maryland | 80-0947092 | |||
|---|---|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
| 845 Texas Avenue | ||||
| Suite 3300 | ||||
| Houston, Texas | 77002-1656 | |||
| (Address of principal executive offices) | (Zip code) | (888) 220-6121 | ||
| --- | --- | |||
| (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: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 October 1, 2024, Alex Knapp notified the Chairman of the board of directors (the "Board") of Hines Global Income Trust, Inc. (the "Company") of his decision to resign from his position as the Company’s Chief Investment Officer—Europe, effective December 31, 2024. Mr. Knapp’s decision was voluntary and not the result of any disagreement related to the Company’s operations, policies or practices.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 1, 2024, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (1) elected each of the seven nominees listed below to serve as directors for a one year term ending on the date of the 2025 annual meeting of stockholders, provided that each director will continue in office until their successor has been duly elected and qualifies, or until the earlier of their death, removal, resignation or retirement, and (2) ratified the selection of Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates (collectively “Deloitte & Touche”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
With regard to the election of the directors, Laura Hines-Pierce previously served on the Board, but resigned, voluntarily and temporarily, from the Board, effective as of December 31, 2023. Ms. Hines-Pierce’s resignation was necessary in order to re-establish a majority of independent directors on the Board following the resignation of Humberto "Burt" Cabañas. As disclosed previously, the Board expected to reappoint Ms. Hines-Pierce to the Board concurrently with the election of Ms. Diane Paddison, who is filling the vacancy left by the departure of Mr. Cabañas.
The voting results for each of the seven persons nominated to serve as directors are as follows:
| For | Against | Authority Withheld or Abstained from Voting | |
|---|---|---|---|
| Jeffrey C. Hines | 79,646,624 | 1,098,774 | 4,786,018 |
| David L. Steinbach | 79,354,669 | 1,224,633 | 4,952,114 |
| Laura Hines-Pierce | 78,780,108 | 1,693,530 | 5,057,778 |
| John O. Niemann, Jr. | 78,990,005 | 1,381,886 | 5,159,525 |
| Dougal A. Cameron | 79,103,666 | 1,400,877 | 5,026,873 |
| Ruth J. Simmons | 78,928,091 | 1,730,061 | 4,873,264 |
| Diane S. Paddison | 79,255,115 | 1,309,678 | 4,966,623 |
In addition to the voting described above, there were 63,656,779 broker non-votes with respect to the election of the seven persons nominated to serve as directors. Broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when a broker holding shares of the Company’s common stock for a beneficial owner is present at the meeting, in person or by proxy, and entitled to vote, but does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. A broker non-vote is not an indication of how the beneficial owner would have voted; it simply means that the beneficial owner did not instruct the broker as to how to vote his or her shares.
With respect to the proposal to ratify the selection of Deloitte & Touche as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, stockholders holding 140,580,943 shares voted in favor of the proposal, stockholders holding 1,691,501 shares voted against the proposal and stockholders holding 6,915,751 shares abstained from voting on the proposal. There were no broker non-votes with respect to this proposal because the brokers had discretionary voting power with respect to this proposal.
Item 7.01 Regulation FD Disclosure.
On October 7, 2024, Hines Interests Limited Partnership (“Hines”) issued a press release to announce the addition of two directors to the Board. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 of this Current Report on Form 8-K, including the press release attached as Exhibit 99.1 hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including 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 Section 18. The information in this Item 7.01 of this Current Report on Form 8-K, including the exhibit furnished herewith, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.
Item 8.01 Other Items
Acquisition of Duboce Apartments
The Company acquired Duboce Apartments on September 16, 2024. Duboce Apartments is a residential property located in San Francisco, California, which is comprised of approximately 70,511 square feet of net rentable area that is currently 97% leased. The contract purchase price of Duboce Apartments was approximately $38.0 million. The seller is not affiliated with the Company or its affiliates.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of Hines, dated October 7, 2024 |
Statements in this Current Report on Form 8-K, and the exhibit furnished herewith, including but not limited to intentions, beliefs, expectations or projections are forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Such statements are based on current expectations and assumptions with respect to, among other things, the enhancement of the Company's Board. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as updated by the Company’s other filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on any forward-looking statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Hines Global Income Trust, Inc. | ||
|---|---|---|
| October 7, 2024 | By: | /s/ A. Gordon Findlay |
| Name: A. Gordon Findlay | ||
| Title: Chief Accounting Officer, Treasurer and Secretary |
Document
Exhibit 99.1
News Release
| For Immediate Release | For Further Information, Contact: |
|---|---|
| 10/07/2024 | Chris Delucchi, Hines |
| Chris.Delucchi@hines.com |
HINES ANNOUNCES EXPANSION OF BOARD OF DIRECTORS TO BOLSTER HINES GLOBAL INCOME TRUST LEADERSHIP
New director Diane S. Paddison and returning director Laura Hines-Pierce add depth of expertise in strategy and operations and bring diversified perspectives to Hines Global Income Trust
(HOUSTON) – Hines, the global real estate investment manager, today announced that the stockholders of Hines Global Income Trust, Inc. (“Hines Global Income Trust” or “HGIT”) voted in favor of the election of all seven nominees for HGIT’s board of directors, including new director Diane S. Paddison and returning director Laura Hines-Pierce, effective as of the conclusion of HGIT’s annual meeting of stockholders on October 1, 2024. The two directors bring invaluable viewpoints shaped by their experience as leaders in commercial real estate. As distinguished women in the industry, their presence will also bring additional diversity of thought to board discussions and decision-making.
“We are excited to tap into the expertise that Diane and Laura bring to the table as we continue our efforts to build and maintain a robust global portfolio that resonates with stockholders,” said Alfonso Munk, Americas CIO for HGIT. “We believe their guidance will further enhance Hines Global Income Trust and its strong position in the market, also having satisfied all redemption requests since inception.”
Diane S. Paddison joins the board with a wealth of executive experience in global commercial real estate. She previously served as the Chief Strategy Officer of Cassidy Turley and Chief Operating Officer of ProLogis. Paddison started her career at CB Richard Ellis and Trammell Crow and spent over 20 years at the company in various roles, including Chief Operating Officer of Global Services.
Laura Hines-Pierce serves as the Co-Chief Executive Officer at Hines, where she works alongside Jeff Hines to help shape firm-wide strategy and manage key risks. In this role, Hines-Pierce helps to lead the global real estate firm into its next era and establish its legacy as an innovative company driving change across the real estate and investment management industries. Hines-Pierce joined Hines in 2012. She originally joined the HGIT board in 2021 and stepped down temporarily on December 31, 2023 following the retirement of a former independent director in order to maintain a majority independent board.
Hines Global Income Trust has a $4.26B portfolio of diversified global assets as of August 31, 2024, with a focus on stable assets with strong long-term income potential. Paddison joins John Niemann, Dougal Cameron and Dr. Ruth J. Simmons as the independent directors of its board of directors, while Hines-Pierce joins Jeff Hines and David Steinbach as its internal members.
Exhibit 99.1
About Hines Global Income Trust
HGIT is a public, non-listed real estate investment trust sponsored by Hines. It commenced operations in 2014 and invests in commercial real estate investments located in the United States and internationally. For additional information about HGIT, visit www.hinesglobalincometrust.com.
About Hines
Hines is a leading global real estate investment manager. We own and operate $93.0 billion1 of assets across property types and on behalf of a diverse group of institutional and private wealth clients. Every day, our 5,000 employees in 31 countries draw on our 67-year history to build the world forward by investing in, developing, and managing some of the world’s best real estate. To learn more, visit www.hines.com and follow @Hines on social media.
¹Includes both the global Hines organization and RIA AUM as of June 30, 2024.
Any ESG or impact commitments made by Hines are not being promoted and do not bind any investment decisions made in respect of, or the stewardship of, HGIT. Any measures implemented in respect of such ESG or impact commitments may not be immediately applicable to HGIT's investments and any implementation can be overridden or ignored at HGIT's sole discretion.
Forward Looking Statements
Statements in this press release, including intentions, beliefs, expectations or projections are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on current expectations and assumptions with respect to, among other things, the enhancement of Hines Global Income Trust’s board of directors. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the risks described in the "Risk Factors" section of Hines Global Income Trust's Annual Report on Form 10-K for the year ended December 31, 2023, as updated by its other filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on any forward-looking statements.