Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 26, 2016


Bluerock Residential Growth REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)


Maryland   001-36369   26-3136483
(State or other jurisdiction of incorporation or organization)  

(Commission File Number)


(I.R.S. Employer

Identification No.)


712 Fifth Avenue, 9th Floor

New York, NY 10019

(Address of principal executive offices)
(212) 843-1601
(Registrant’s telephone number, including area code)
(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))






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


Bluerock Residential Growth REIT, Inc., or the Company, held its Annual Meeting of stockholders on May 26, 2016. The following proposals were set forth in the Company’s definitive proxy statement as filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, on April 29, 2016, or the Proxy Statement. For more information on these proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference.


Below are the final voting results. As of the record date, April 29, 2016, there were 19,564,751 shares of the Company’s Class A common stock outstanding and entitled to vote at the Annual Meeting. Represented at the meeting in person or by proxy were 17,776,048 shares of the Company’s Class A common stock, representing 90.9% of the total shares of the Company’s Class A common stock entitled to vote at the meeting.


(1)The following five persons were elected to serve as directors of the Company:


Nominee   For   Withheld   Broker Non-Votes  
R. Ramin Kamfar   8,792,671   144,401   8,838,976  
Gary T. Kachadurian   8,304,016   633,056   8,838,976  
Brian D. Bailey   8,834,062   103,010   8,838,976  
I. Bobby Majumder   8,839,573   97,499   8,838,976  
Romano Tio   8,835,773   101,299   8,838,976  


(2)The stockholders ratified BDO USA, LLP as the Company’s independent registered public accounting firm for 2016:


For     17,611,276  
Against     42,884  
Abstain     121,888  






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.


Dated:  May 27, 2016 By:  /s/ Christopher J. Vohs
    Christopher J. Vohs
    Chief Accounting Officer and Treasurer