Current Report Filing (8-k)

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): May 16, 2023

CENTERSPACE

(Exact name of Registrant as specified in its charter)

North Dakota

001-35624

45-0311232

(State or Other Jurisdiction
of Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

3100 10th Street SW, Post Office Box 1988, Minot, ND 58702-1988

(Address of principal executive offices) (Zip code)

(701) 837-4738

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed from 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

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of Beneficial Interest, no par value	CSR	New York Stock Exchange
Series C Cumulative Redeemable Preferred Shares	CSR -PRC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

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

On May 16, 2023, Centerspace held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). As of March 20, 2023, the record date for holders of common shares of beneficial interest (“common shares”) entitled to vote at the Annual Meeting, there were 15,027,997 common shares outstanding and entitled to vote at the Annual Meeting. Of the common shares entitled to vote, 13,125,879, or approximately 87.34% of the common shares, were present or represented by proxy at the Annual Meeting, constituting a quorum under the Company’s Declaration of Trust. There were four matters presented and voted on at the Annual Meeting. Set forth below is a brief description of each matter voted on at the Annual Meeting and the final voting results with respect to each such matter.

Proposal 1 - Election of seven nominees to serve on the Board of Trustees for a one-year term and until their respective successors are duly elected and qualified.


Nominee	For	Against	Abstain	Broker Non-Votes

John A. Schissel	11,422,712	175,344	14,959	1,512,864
Jeffrey P. Caira	11,353,250	242,897	16,868	1,512,864
Emily Nagle Green	11,348,814	246,616	17,585	1,512,864
Linda J. Hall	11,170,542	414,387	28,086	1,512,864
Rodney Jones-Tyson	11,412,208	182,726	18,081	1,512,864
Anne Olson	11,575,719	22,636	14,660	1,512,864
Mary J. Twinem	11,541,828	53,482	17,705	1,512,864

The shareholders elected all seven of the nominees as Trustees.

Proposal 2 - Non-binding advisory resolution on executive compensation.


	For	Against	Abstain	Broker Non-Votes
Votes Cast	9,559,968	2,020,862	32,185	1,512,864

The shareholders approved the non-binding advisory resolution on executive compensation.

Proposal 3 - Non-binding advisory resolution for holding future advisory votes on executive compensation.


	1 Year	2 Years	3 Years	Abstain
Votes Cast	11,240,488	16,834	327,182	28,511

The shareholders approved the non-binding advisory resolution for holding future advisory votes on executive compensation every one year. Subsequent to the Annual Meeting, the Company's Board of Trustees determined that future shareholder advisory votes on executive compensation will continue to be held annually.

Proposal 4 - Ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.


	For	Against	Abstain	Broker Non-Votes
Votes Cast	12,981,543	117,707	26,629	0

The shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

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.