false 0001620393 0001620393 2025-05-20 2025-05-20

 

 

 

 

 

 

 

 

 

Registrant’s telephone number, including area code: (214) 276-6300

 

 

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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

 

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. ☐

 

 

 

On May 20, 2025, NexPoint Residential Trust, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the NexPoint Residential Trust, Inc. 2025 Long Term Incentive Plan (the “2025 LTIP”). The purpose of the 2025 LTIP is to attract, retain, incentivize and reward eligible participants.

 

For additional information regarding the 2025 LTIP, see “Proposal 3-Approval of the NexPoint Residential Trust, Inc. 2025 Long Term Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 7, 2025 (the “Proxy Statement”).

 

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the 2025 LTIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

 

On May 20, 2025, the Company held its Annual Meeting. All matters submitted for approval by the Company’s stockholders, as described in the Proxy Statement, were approved. The number of shares of common stock entitled to vote at the Annual Meeting was 25,534,466, representing the number of shares outstanding as of March 24, 2025, the record date for the Annual Meeting.

 

The results of each matter voted on were as follows:

 

 

 

Under the Company’s majority voting policy, a director nominee must tender a conditional offer of resignation subject to acceptance or rejection by the Company’s board of directors in the event the director receives a greater number of votes “withheld” from his or her election than votes “for” his or her election in an uncontested election. At the Annual Meeting, Mr. Dondero received more votes “withheld” from his election than votes “for” his election. As a result, Mr. Dondero tendered his resignation from the board of directors, with the effectiveness of such resignation conditioned upon the board of directors’ acceptance thereof. The nominating and corporate governance committee will consider Mr. Dondero’s resignation and recommend to the board of directors whether to accept or reject it. The board of directors will act on the nominating and corporate governance committee’s recommendation within 90 days following certification of the election results and promptly disclose (1) its decision whether to accept or reject Mr. Dondero’s resignation and (2) if rejected, the reasons for rejecting Mr. Dondero’s resignation. As provided in the majority voting policy, Mr. Dondero will not participate in the deliberations of the nominating and corporate governance committee or the board of directors, but his service will otherwise continue pending the outcome of those deliberations.

 

 

 

 

 

 

 

 

 

(d) Exhibits

 

                           

 

 

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.

 

 

 

 

Date: May 20, 2025