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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 15, 2021                                                 

 

TRANSCONTINENTAL REALTY INVESTORS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Nevada

 

001-09240

 

94-6565852

(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

 

TCI

 

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. ☐

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Section 5 – Corporate Governance and Management

 

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

 

Effective as of December 16, 2021, the Board of Directors of Transcontinental Realty Investors, Inc. (the “Company” or the “Issuer” or “TCI”) appointed Bradley J. Muth, age 61, President and Chief Executive Officer of the Company. Mr. Muth most recently, from July 2019 to September 2021, was Senior Managing Director, Capital Markets and Development of ValueRock Realty Partners, an Irvine, California based national real estate investment services firm, focusing on value-ad commercial real estate throughout California, Hawaii and Arizona. Prior thereto, from December 2014 to June 2019, he was Senior Managing Director, Portfolio and Asset Management of Madison Marquette, a leading commercial real estate investment manager, service provider, developer and operator of real property based in San Francisco, California and Washington, DC. From 2012 to 2014, he was Chief Investment Officer of Buckingham Companies, a real estate investment firm engaged in the multifamily sector. Mr. Muth, from 1994 to 2012, was Managing Principal or Senior Managing Partner of ING/Concert Realty Partners, a real estate investment and operations firm. He has been engaged in the real estate industry for more than 30 years. He is also a certified public accountant (1984).

 

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

 

On December 15, 2021, 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 November 5, 2021, distributed in accordance with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended. On the record date of November 4, 2021, 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 8,205,191 shares (94.98% 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, 3,104,833 shares 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 7,500,176 91.41% 388,033 - 316,982
William J. Hogan 7,496,291 91.14% 391,918 - 316,982
Robert A. Jakuszewski 7,468,790 91.03% 419,419 - 316,982
Ted R. Munselle 7,496,178 91.36% 392,031 - 316,982
Bradford A. Phillips 7,500,377 91.41% 387,832 - 316,982
Raymond D. Roberts, Sr. 7,491,805 91.31% 396,404 - 316,982

 

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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, 2021, and any interim period. A total of 7,854,407 votes were cast FOR, 318,539 votes were cast AGAINST, and 32,245 votes ABSTAINED from voting with respect to such proposal.

 

The Annual Meeting of the Board of Directors was held on the following day, December 16, 2021. At such meeting, Henry A. Butler was reelected Chairman of the Board.

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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 17, 2021   TRANSCONTINENTAL REALTY INVESTORS, INC.
     
 
    By: /s/ Erik L. Johnson
    Erik L. Johnson, Executive Vice President and Chief Financial Officer

 

 

 

 

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