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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 20, 2024

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.)

4340 18th Ave South Ste. 200

Fargo, North Dakota

58103

(Address of Principal Executive Offices)

(Zip Code)

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


	(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. ☐

Section 5 – Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 20, 2024, 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 24, 2024:

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
Gregory P. Hammes	6,087,620	89,783	0
Timothy L. Haugen	6,118,943	58,461	0
Timothy A. Hunt	6,118,943	58,461	0
Michelle L. Korsmo	6,118,943	58,461	0
Mark T. Polovitz	6,082,897	94,506	0
Kenneth P. Regan	6,118,943	58,461	0
James S. Wieland	6,118,943	58,461	0
Lance R. Wolf	6,118,943	58,461	0

Ratification of the appointment of RSM US, LLP to serve as independent registered public accounting firm for the year ending December 31, 2024. The proposal received: 6,112,945 For; and 64,459 Abstained.

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 24, 2024
	By:	/s/ Megan E. Schreiner
	Name: Megan E. Schreiner
	Title: President