8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 7, 2020

Whitestone REIT

(Exact Name of Registrant as Specified in Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 o

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. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Trustee and Changes to Board Committees.

On February 7, 2020, the Board of Trustees (the “Board”) of Whitestone REIT (the “Company”) expanded the size of the Board to seven members and elected Jeff Jones as a new Class II trustee to serve until the 2020 annual meeting of shareholders or until his successor is duly elected and qualified or his earlier resignation or removal, with his service to begin immediately. Mr. Jones has been appointed to the Audit Committee of the Board and to the Compensation Committee of the Board. Mr. Jones has been determined by the Board to meet the “independence” standards of the New York Stock Exchange and the Securities and Exchange Commission (the “SEC”) and the “audit committee financial expert” standards of the SEC for service on the Audit Committee.

There were no arrangements or understandings between Mr. Jones and any person pursuant to which Mr. Jones was elected a trustee. Mr. Jones will receive the same compensation as the other non-employee members of the Board. A description of the compensation payable to the Company’s trustees was included in the Company’s Proxy Statement filed with the SEC on April 4, 2019.

Mr. Jones, 63, has over 35 years of experience as an investment banker and restructuring advisor and is a managing director at Stephens Inc. He co-headed Blackhill Partners, an investment banking and restructuring firm, from 2011 through the firm’s acquisition from its founder and the firm’s subsequent sale to Stephens Inc. in 2018. Mr. Jones has served as a company director and has advised healthy and distressed companies, creditors and shareholders.

Item 7.01. Regulation FD Disclosure.

On February 13, 2020, the Company issued a press release announcing the appointment of Mr. Jones, which is furnished herewith as Exhibit 99.1.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

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.

		Exhibit

Whitestone Adds Another Independent Member to the Board of Trustees,

Expanding the Board to Seven Members

Houston, Texas, February 13, 2020 - Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”), a leading owner and operator of e-commerce resistant, community-centered retail properties producing industry leading, long-term Total Shareholder Returns^(1)^, announced today that Jeff Jones has been added to the Company’s Board of Trustees (the “Board”) as a Class II member of the Board, effective today. With the addition of Mr. Jones, the Board will expand to seven members.

Whitestone Chairman and CEO Jim Mastandrea commented, “I am pleased to welcome Jeff to the Board of Trustees. His leadership, experience, and deep financial skillset make him an excellent addition to the Board.”

Jeff Jones is a Managing Director at Stephens Inc. He co-headed Blackhill Partners, an investment banking and restructuring firm, from 2011 through the firm’s acquisition from its founder and the firm’s subsequent sale to Stephens Inc. in 2018. Mr. Jones has over 35 years of experience as an investment banker and restructuring advisor. He has served as a company director and has advised healthy and distressed companies, creditors and shareholders.

Mr. Jones holds a BBA from the Cox School of Business at Southern Methodist University. He is a Chartered Financial Analyst (CFA) and a Certified Turnaround Professional (CTP). He holds FINRA Series 7, 63 and 79 licenses.

Mr. Jones has chaired finance committees, served on audit committees and been qualified as an expert in valuation, sale process and interest rates in federal courts in the Northeast, including Delaware, the Midwest and the Southern United States.

Mr. Jones commented, “I am honored to be appointed to Whitestone’s Board of Trustees. It is an exciting time to be a part of Whitestone and I am looking forward to serving the shareholders.”

Mr. Mastandrea concluded, “Jeff brings a unique knowledge base, financial expertise, and an understanding of corporate governance that should be immediately accretive to our already strong and deep Board. Jeff’s addition will only strengthen a Board that will continue to oversee the successful execution of Whitestone’s differentiated e-commerce resistant business model.”

About Whitestone REIT

Whitestone is a community-centered retail REIT that acquires, owns, manages, develops and redevelops high quality "e-commerce resistant" neighborhood, community and lifestyle retail centers principally located in the largest, fastest-growing and most affluent markets in the Sunbelt. Whitestone’s optimal mix of national, regional and local tenants provides daily necessities, needed services and entertainment to the communities in which they are located. Whitestone's properties are primarily located in business-friendly Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio, which are among the fastest growing U.S. population centers with highly educated workforces, high household incomes and strong job growth. For additional information, visit www.whitestonereit.com.

Contact Whitestone REIT:

Kevin Reed

Director of Investor Relations

(713) 435-2219

ir@whitestonereit.com