On September
5, 2017, Bluerock Residential Growth REIT, Inc. (the “Company,” “we,” “our,” or “us”)
filed a definitive proxy statement
on Schedule 14A
(the “Proxy Statement”)
with the U.S. Securities and Exchange Commission (“SEC”) relating to the Company’s 2017 annual meeting of stockholders
to be held on October 26, 2017 (the “Annual Meeting”), which will be held at the Warwick Hotel, 65 West 54
th
Street
at 6
th
Avenue, New York, New York 10019, in the Oxford Room (2
nd
Floor)
at 12:00 p.m. Eastern Time. As previously disclosed, the record date for determining Company stockholders entitled to vote
at the Annual Meeting has been fixed as the close of business on August 22, 2017.
On October 18, 2017, the Company determined
to make certain revisions to the Company’s Second Amended and Restated 2014 Equity Incentive Plan for Individuals (the “Second
Amended 2014 Individuals Plan”) and the Company’s Second Amended and Restated 2014 Equity Incentive Plan for Entities
(the “Second Amended 2014 Entities Plan,” and, together with the Second Amended 2014 Individuals Plan, the “Second
Amended 2014 Incentive Plans”). The revisions to the Second Amended 2014 Incentive Plans were unanimously approved
by the compensation committee of our board of directors (the “Compensation Committee”), as well as by our board of
directors, subject to stockholder approval. The Second Amended 2014 Incentive Plans, as so revised, are to be voted upon by stockholders
at the Annual Meeting.
The revisions to the Second Amended 2014
Incentive Plans (i) reduce the aggregate number of shares of our Class A Common Stock authorized for issuance thereunder by
75,000 (from 1,625,000 shares to 1,550,000 shares), and (ii) clarify that the discretion of the Compensation Committee, as
administrator, to accelerate vesting of awards made thereunder will be limited to the occurrence of a change in control of our
Company or a participant’s death, disability or involuntary termination, and that any amendment to the Second Amended 2014
Incentive Plans that would accelerate the time at which awards will vest in any other context will require the approval of the
Company’s stockholders. There are no other changes to the Second Amended 2014 Incentive Plans as described in the Proxy
Statement.
On October 19, 2017, the Company filed a
supplement to the Proxy Statement on Schedule 14A (the “Supplement”) to supplement and amend the Proxy Statement in
order to add information regarding certain revisions to the Second Amended 2014 Incentive Plans, as described above.
The foregoing summary of the Second Amended
2014 Incentive Plans and the Supplement does not purport to be complete and is qualified in its entirety by reference to: (i) the
Second Amended and Restated 2014 Equity Incentive Plan for Individuals, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated by reference herein, (ii) the Second Amended and Restated 2014 Equity Incentive Plan for Entities,
which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein; and (iii) the Supplement
to the Proxy Statement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Additional Information
and Where to Find It
The
Company has filed the Proxy Statement in connection with the solicitation of proxies for its 2017 Annual Meeting. The Company,
its directors and certain of its executive officers will be participants in the solicitation of proxies from stockholders with
respect to the Annual Meeting. Information regarding the names of the Company’s directors and executive officers and their
respective interests in the Company is set forth in the Proxy Statement. Before making any voting decision with respect
to matters to be presented to the Annual Meeting, stockholders are urged to read all relevant documents filed with or furnished
to the SEC, including among other things the Company’s definitive Proxy Statement and any supplements thereto, which contain
important information. Stockholders may obtain a free copy of the Proxy Statement and other relevant documents that the Company
files with or furnishes to the SEC from the SEC’s website at
www.sec.gov
or the Company’s website
at
http://www.bluerockresidential.com/
, as soon as reasonably practicable after
such materials are electronically filed with, or furnished to, the SEC.
Stockholders
with questions about how to vote their shares, or in need of additional assistance, may contact the Company’s proxy solicitor,
Morrow Sodali, LLC, at (800) 662-5200.