UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 19, 2013 (April 18, 2013)

AmREIT, Inc.

(Exact Name of Registrant as Specified in Charter)

(713) 850-1400

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

☐   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))

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

AmREIT, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”) on April 18, 2013. The Company’s stockholders approved all of the proposals presented at the Annual Meeting, which are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on March 11, 2013. Holders of 9,230,600 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting.

The following are the voting results of the proposals submitted to the Company’s stockholders at the Annual Meeting:

Proposal 1: To elect seven directors to serve until their successors are duly elected and qualify.

Proposal 2: To approve an amendment to the Company’s charter to change 50% of the outstanding shares of the Company’s Class A common stock into shares of the Company’s Class B common stock, on a one-for-one basis.

Proposal 3: If Proposal 2 is approved, to approve an amendment to the Company’s charter to change the remaining outstanding and unissued shares of its Class A common stock into shares of its Class B common stock on a one-for-one basis, on or before September 30, 2013.

Proposal 4: To approve in an advisory (non-binding) vote, the compensation of the Company’s named executive officers.

Proposal 5: To determine, in an advisory (non-binding) vote, whether a stockholder vote to approve the compensation of the Company’s named executive officers should occur every one, two or three years.

Based on these results, the Company’s Board of Directors has determined that the Company will hold an advisory vote on executive compensation every three years.

The Company issued a press release on April 19, 2013, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

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.