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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 of 1934

Date of Report (Date of earliest event reported): June 24, 2021

Sterling Real Estate Trust

dba Sterling Multifamily Trust

(Exact name of registrant as specified in its charter)

North Dakota

    

000-54295

    

90-0115411

(State or other Jurisdiction of
Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

4380 18th Ave S., Suite 200

Fargo, North Dakota

58103

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (701) 353-2720

1711 Gold Drive S., Suite 100

Fargo, North Dakota

(Former name or former address if changed since last report.)

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, $0.01 par value per share

N/A

N/A

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

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.

On June 24, 2021, Sterling Real Estate Trust (the “Trust”) held its annual meeting of shareholders. At the meeting, the Trust’s shareholders approved the following proposals as stated in the Definitive Proxy Statement on Form DEF 14A filed with the SEC on April 28, 2021:

1.Election of eight trustees to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified. The result of the votes to elect the eight trustees was as follows:

Nominee

    

For

    

Withheld

    

Broker Non-Vote

Ann L. Christenson

5,225,854

1,280

Timothy Haugen

5,225,854

1,280

Timothy Hunt

5,225,854

1,280

Michelle Korsmo

5,225,854

1,280

Mark T. Polovitz

5,225,854

1,280

Kenneth P. Regan

5,211,917

 15,217

James S. Wieland

5,200,324

26,810

Lance R. Wolf

5,225,854

1,280

2.Ratification of the appointment of RSM US, LLP to serve as independent registered public accounting firm for the year ending December 31, 2021. The proposal received: 5,187,322 For; 0 Against; and 39,812 Abstained.

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SIGNATURES

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.

Sterling Real Estate Trust

Date: June 30, 2021

By:

/s/ Joel S. Thomsen

Name: Joel S. Thomsen

Title: President

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