TCI 8-K
Transcontinental Realty Investors Inc (TCI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | ||