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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

 

AMERICAN REALTY INVESTORS, INC.

 

(Exact Name of Registrant as Specified in its Charter)

 

Nevada

001-15663

75-2847135

(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:

 

¨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

Name of Each Exchange on which Registered

Common Stock, par value $0.01

ARL

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.  ¨

 

 
   
 

 

Section 5 – Corporate Governance and Management

 

 

Item 5.07 - Submission of Matters to the Vote of Security Holders

 

On December 13, 2023, the Annual Meeting of Stockholders of American Realty Investors, Inc. (“ARL” 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 November 9, 2023, distributed in accordance with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended. On the record date of November 7, 2023, a total of 16,152,043 shares of Common Stock were outstanding, with each share entitled to cast one vote.

 

At the meeting, proxies representing at least 15,140,928 shares (93.74% of the outstanding) appeared and were cast, thereby establishing a quorum present in person or by proxy. It was noted that, of the 16,152,043 outstanding shares of Common Stock, 6,370,882shares 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 14,955,364 92.59% 180,925 - 4,009
William J. Hogan 15,050,537 93.18% 85,752 - 4,009
Robert A. Jakuszewski 14,848,840 91.93% 287,449 - 4,009
Ted R. Munselle 14,825,982 91.46% 310,307 - 4,009
Bradford A. Phillips 14,846,584 91.92% 289,705 - 4,009
Fernando Victor Lara Celis 15,045,815 93.15% 90,474 - 4,009

 

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

 

The only other 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 15,060,857 votes were cast FOR, 74,818 votes were cast AGAINST, and 4,622 votes ABSTAINED from voting with respect to such proposal. There were no broker non-votes.

 

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 R. 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

 

 

AMERICAN REALTY INVESTORS, INC.

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

 

 

 

 

 

 

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Entity Address, Address Line One 1603 LBJ Freeway
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