SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 17, 2018
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
2600 South Gessner, Suite 500
(Address of Principal Executive Offices)
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(Former Name or Former Address, if Changed Since Last Report)
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Whitestone REIT (the “Company”) is filing this Amendment No. 1 to its Current Report on Form 8-K filed on May 23, 2018 (the “Initial 8-K”) solely to amend and restate Item 5.07 of the Initial 8-K to disclose the final voting results, as certified by the inspector of election, IVS Associates, Inc. (“IVS”), of the Company’s annual meeting of shareholders (the “Annual Meeting”) held on May 17, 2018.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s shareholders voted on each of the proposals presented, which are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 29, 2018 (the “Proxy Statement’).
Set forth below are the final voting results certified by IVS. Based on the final voting results certified by IVS, holders of 27,425,850 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting.
Proposal 1: Election of Trustee
Each of Nandita V. Berry, Jack L. Mahaffey and James C. Mastandrea, constituting the Company’s full slate of nominees, was elected to serve on the Board of Trustees (the “Board”) of the Company until the 2021 annual meeting of shareholders and until his or her successor is duly elected and qualified, based on the following votes:
The Company's Nominees
Nandita V. Berry
Jack L. Mahaffey
James C. Mastandrea
KBS Strategic Opportunity REIT's Nominees
Kenneth H. Fearn, Jr.
David E. Snyder
Paul T. Lambert and David F. Taylor will continue to hold office until the 2019 annual meeting of shareholders, and Donald F. Keating and Najeeb A. Khan will continue to hold office until the 2020 annual meeting of shareholders.
Proposal 2: Advisory Vote on Executive Compensation
An advisory resolution to approve executive compensation, as described in the Proxy Statement, was not approved, based on the following votes:
Proposal 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm
The proposal to ratify the appointment of Pannell Kerr Forster of Texas, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was approved, based on the following votes:
Proposal 4: Non-Binding Shareholder Proposal to Declassify the Board
An advisory resolution requesting that the Board take the steps necessary to declassify the Board, to require that all trustees stand for election annually and to prohibit the Board from taking action to classify the Board again without shareholder approval was approved, based on the following votes:
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 30, 2018
/s/ David K. Holeman
David K. Holeman
Chief Financial Officer