8-K
Whitestone REIT (WSR)
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): May 12, 2023
Whitestone REIT
(Exact name of registrant as specified in charter)
| Maryland | 001-34855 | 76-0594970 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 2600 South Gessner, Suite 500, | 77063 | |
| --- | --- | |
| Houston, Texas | ||
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (713) 827-9595
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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares of Beneficial Interest, par value $0.001 per share | WSR | 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 a Vote of Security Holders.
Whitestone REIT (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) on May 12, 2023. At the Annual Meeting, the Company’s shareholders voted on each of the proposals presented, which are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 31, 2023 (the “Proxy Statement’). Holders of 39,866,095 common shares of beneficial interest, par value $0.001 per share, of the Company were present in person (virtually) or represented by proxy at the Annual Meeting.
Proposal 1 : Election of Trustees
Each of Nandita V. Berry, Jeffrey A. Jones, David K. Holeman, Julia B. Buthman, Amy S. Feng, and David F. Taylor was elected to serve on the Board of Trustees (the “Board”) until the 2024 annual meeting of shareholders and until his or her successor is duly elected and qualified, based on the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Nandita V. Berry | 27,765,406 | 3,771,068 | 8,329,621 |
| Jeffrey A. Jones | 27,889,697 | 3,646,777 | 8,329,621 |
| David K. Holeman | 28,562,002 | 2,974,472 | 8,329,621 |
| Julia B. Buthman | 28,582,633 | 2,953,841 | 8,329,621 |
| Amy S. Feng | 28,570,288 | 2,966,186 | 8,329,621 |
| David F. Taylor | 27,913,607 | 3,622,867 | 8,329,621 |
Proposal 2 : Advisory Vote on Executive Compensation
An advisory resolution to approve executive compensation, as described in the Proxy Statement, was approved, based on the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 27,033,577 | 4,243,217 | 259,680 | 8,329,621 |
Proposal 3 : Advisory Vote on the Frequency of Advisory Votes on Executive Compensation
An advisory resolution to hold an advisory vote on the frequency of advisory votes on executive compensation once every year was approved. The following votes were taken in connection with this proposal:
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 27,808,967 | 139,045 | 1,102,943 | 2,485,519 | 8,329,621 |
Proposal 4 : Ratification of the Appointment of the Independent Registered Public Accounting Firm
The proposal to ratify the appointment of Pannell Kerr Forster of Texas, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved, based on the following votes:
| Votes For | Votes Against | Abstentions |
|---|---|---|
| 36,130,165 | 3,640,393 | 95,537 |
(d) Exhibit
| Exhibit Number | Description |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| --- | --- |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Whitestone REIT | ||
|---|---|---|
| (Registrant) | ||
| Date: | May 17, 2023 | By: /s/ David K. Holeman |
| Name: David K. Holeman<br><br> <br>Title: Chief Executive Officer |