wstr20230511c_8k.htm
false 0001175535 0001175535 2023-05-12 2023-05-12
 
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
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
Title: Chief Executive Officer