UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange of 1934 (Amendment No. ___)
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
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Preliminary
Proxy Statement.
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CONFIDENTIAL,
FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)).
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Definitive
Proxy Statement.
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Definitive
Additional Materials.
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Soliciting
Material Pursuant to Section 240.14a-12.
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TRANSCONTINENTAL
REALTY INVESTORS, INC.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement if other than the Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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TRANSCONTINENTAL
REALTY INVESTORS, INC.
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON DECEMBER 13, 2017
Transcontinental
Realty Investors, Inc. will hold its Annual Meeting of Stockholders on Wednesday, December 13, 2017, at 9:30 a.m., local Dallas,
Texas time, at 1603 LBJ Freeway, Suite 800, Dallas, Texas 75234. The purpose of the meeting is to:
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Elect a Board of four directors to serve until the next
Annual Meeting of Stockholders and until their successors are duly elected and qualified.
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Ratify the appointment of Farmer, Fuqua & Huff, P.C.
as the independent registered public accounting firm.
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Act upon such other matters as may properly be presented
at the Annual Meeting.
Only
Stockholders of record at the close of business on Monday, November 6, 2017, will be entitled to vote at the meeting.
Your
vote is important. Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy card
in the accompanying envelope provided. Your completed proxy will not prevent you from attending the meeting and voting in person
should you choose.
Dated:
November 7, 2017
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By
order of the Board of Directors,
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Louis
J. Corna
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Executive
Vice President, General Counsel,
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Tax
Counsel and Secretary
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This
Proxy Statement is available at
www.transconrealty-invest.com
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Among other things, the Proxy Statement contains
information regarding:
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The
date, time and location of the meeting
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A
list of the matters being submitted to Stockholders
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Information
concerning voting in person
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TRANSCONTINENTAL
REALTY INVESTORS, INC.
PROXY
STATEMENT
FOR
THE ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD DECEMBER 13, 2017
The
Board of Directors of Transcontinental Realty Investors, Inc. (the “Company” or “we” or “us”)
is soliciting proxies to be used at the Annual Meeting of Stockholders following the fiscal year ended December 31, 2016 (the
“Annual Meeting”). Distribution of this Proxy Statement and a Proxy Form is scheduled to begin on November 10, 2017.
The mailing address of the Company’s principal executive offices is 1603 LBJ Freeway, Suite 800, Dallas, Texas 75234.
About
the Meeting
Who
Can Vote
Record
holders of Common Stock of the Company at the close of business on Monday, November 6, 2017 (the “Record Date”), may
vote at the Annual Meeting. On that date, 8,717,767 shares of Common Stock were outstanding. Each share is entitled to cast one
vote.
How
Can You Vote
If
you return your signed proxy before the Annual Meeting, we will vote your shares as you direct. You can specify whether your shares
should be voted for all, some or none of the nominees for director. You can also specify whether you approve, disapprove or abstain
from the other proposal to ratify the selection of auditors.
If
a proxy is executed and returned but no instructions are given, the shares will be voted according to the recommendations of the
Board of Directors. The Board of Directors recommends a vote
FOR
Proposals 1 and 2.
Revocation
of Proxies
You
may revoke your proxy at any time before it is exercised by (a) delivering a written notice of revocation to the Corporate Secretary,
(b) delivering another proxy that is dated later than the original proxy, or (c) casting your vote in person at the Annual Meeting.
Your last vote will be the vote that is counted.
Vote
Required
The
holders of a majority of the shares entitled to vote who are either present in person or represented by a proxy at the Annual
Meeting will constitute a quorum for the transaction of business at the Annual Meeting. As of November 6, 2017, there were 8,717,767
shares of Common Stock issued and outstanding. The presence, in person or by proxy, of stockholders entitled to cast at least
4,358,884 votes constitutes a quorum for adopting the proposals at the Annual Meeting. If you have properly signed and returned
your proxy card by mail, you will be considered part of the quorum, and the persons named on the proxy card will vote your shares
as you have instructed. If the broker holding your shares in “street” name
indicates
to us on a proxy card that the broker lacks discretionary authority to vote your shares, we will not consider your shares as present
or entitled to vote for any purpose.
A
plurality of the votes cast is required for the election of directors. This means that the director nominee with the most votes
for a particular slot is elected to that slot. A proxy that has properly withheld authority with respect to the election of one
or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes
of determining whether there is a quorum.
For
the other proposal, the affirmative vote of the holders of a majority of the shares represented in person or by proxy entitled
to vote on the proposal will be required for approval. An abstention with respect to such proposal will not be voted, although
it will be counted for purposes of determining whether there is a quorum. Accordingly, an abstention will have the effect of a
negative vote.
As
of the Record Date, affiliates held 7,356,718 shares representing approximately 84.39% of the shares outstanding. These affiliates
have advised the Company that they currently intend to vote all of their shares in favor of the approval of both proposals.
If
you received multiple proxy cards, this indicates that your shares are held in more than one account, such as two brokerage accounts,
and are registered in different names. You should vote each of the proxy cards to ensure that all your shares are voted.
Other
Matters to be Acted Upon at the Annual Meeting
We
do not know of any other matters to be validly presented or acted upon at the Annual Meeting. Under our Bylaws, no business besides
that stated in the Annual Meeting Notice may be transacted at any meeting of stockholders. If any other matter is presented at
the Annual Meeting on which a vote may be properly taken, the shares represented by proxies will be voted in accordance with the
judgment of the person or persons voting those shares.
Expenses
of Solicitation
The
Company is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing
these proxy materials and soliciting votes. Some of our directors, officers and employees may solicit proxies personally, without
any additional compensation, by telephone or mail. Proxy materials will also be furnished without cost to brokers and other nominees
to forward to the beneficial owners of shares held in their names.
Available
Information
Our
internet website address is
www.transconrealty-invest.com
. We make available free of charge through our website
our most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those
reports as soon as reasonably practicable after we electronically file or furnish such materials to the Securities and Exchange
Commission (“SEC”). In addition, we have posted the Charters of our Audit Committee, Compensation Committee, and our
Governance and Nominating Committee, as well as our Code of Business Conduct and Ethics, Code of Ethics for Senior Financial Officers,
Corporate Governance Guidelines and Corporate Governance Guidelines on Director Independence, all under separate headings. These
charters and principles are not incorporated in this instrument by reference. We will also provide a copy of these documents free
of charge to stockholders upon written request. The Company issues Annual Reports containing audited financial statements to its
common stockholders.
Multiple
Stockholders Sharing the Same Address
The
SEC rules allow for the delivery of a single copy of an annual report and proxy statement to any household at which two or more
stockholders reside, if it is believed the stockholders are members of the same family. Duplicate account mailings will be eliminated
by allowing stockholders to consent to such elimination, or through implied consent if a stockholder does not request continuation
of duplicate mailings. Depending upon the practices of your broker, bank or other nominee, you may need to contact them directly
to continue duplicate mailings to your household. If you wish to revoke your consent to house holding, you must contact your broker,
bank or other nominee.
If
you hold shares of common stock in your own name as a holder of record, house holding will not apply to your shares.
If
you wish to request extra copies free of charge of any annual report, proxy statement or information statement, please send your
request to Transcontinental Realty Investors, Inc., Attention: Investor Relations, 1603 LBJ Freeway, Suite 800, Dallas, Texas
75234 or call (800) 400-6407.
Questions
You
may call our Investor Relations Department at 800-400-6407 if you have any questions.
PLEASE
VOTE - YOUR VOTE IS IMPORTANT
Corporate
Governance and Board Matters
The
affairs of the Company are managed by the Board of Directors. The Directors are elected at the annual meeting of stockholders
each year or appointed by the incumbent Board of Directors and serve until the next annual meeting of stockholders or until a
successor has been elected or approved.
During
the past few years, changes occurred in the membership of the Board of Directors. Martha C. Stephens and RL S. Lemke were elected
directors on February 1, 2011 and each resigned on October 13, 2011. On October 25, 2011, the Board of Directors reelected Sharon
Hunt (a director from February 20, 2004, to January 31, 2011) as a director; she resigned due to health reasons on May 3, 2016,
and passed away on June 5, 2016. On June 2, 2016, the Board of Directors elected Raymond D. Roberts, Sr. as a director to replace
Ms. Hunt.
Current
members of the Board
The
members of the Board of Directors on the date of this proxy statement, and the committees of the Board on which they serve, are
identified below:
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Director
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Audit
Committee
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Compensation
Committee
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Governance
and
Nominating
Committee
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Henry A. Butler
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Robert A. Jakuszewski
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✓
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Chair
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Ted R. Munselle
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Chair
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Raymond D.Roberts, Sr
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Chair
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Role
of the Board’s Committees
The
Board of Directors has standing Audit, Compensation and Governance and Nominating Committees.
Audit
Committee
. The functions of the Audit Committee are described below under the heading “
Report of the Audit Committee.
”
The charter of the Audit Committee was adopted on February 19, 2004, and is available on the Company’s Investor Relations
website (
www.transconrealty-invest.com
). All of the members of the Audit Committee are independent within the meaning
of SEC regulations, the listing standards of the New York Stock Exchange (“NYSE”) and the Company’s
Corporate
Governance Guidelines
. Mr. Munselle, a member and Chair of the Audit Committee, is qualified as an “audit committee
financial expert” within the meaning of SEC regulations and the Board has determined that he has accounting and related
financial management expertise within the meaning of the listing standards of the NYSE. All of the members of the Audit Committee
meet the independence and experience requirements of the listing standards of the NYSE. The Audit Committee met five times during
2016.
Governance
and Nominating Committee
. The Governance and Nominating Committee is responsible for developing and implementing policies
and practices relating to corporate governance, including reviewing and monitoring implementation of the Company’s
Corporate
Governance Guidelines
. In addition, the Governance and Nominating Committee develops and reviews background information on
candidates
for the Board and makes recommendations to the Board regarding such candidates. The Governance and Nominating Committee also prepares
and supervises the Board’s annual review of director independence and the Board’s performance self-evaluation. The
charter of the Governance and Nominating Committee was adopted on March 17, 2004, and is available on the Company’s Investor
Relations website (
www.transconrealty-invest.com
). All of the members of the Governance and Nominating Committee are independent
within the meaning of the listing standards of the NYSE and the Company’s
Corporate Governance Guidelines.
The Governance
and Nominating Committee met two times during 2016.
Compensation
Committee
. The Compensation Committee is responsible for overseeing the policies of the Company relating to compensation
to be paid by the Company to the Company’s principal executive officer and any other officers designated by the Board and
make recommendations to the Board with respect to such policies, produce necessary reports on executive compensation for inclusion
in the Company’s proxy statement in accordance with applicable rules and regulations and to monitor the development and
implementation of succession plans for the principal executive officer and other key executives and make recommendations to the
Board with respect to such plans. The charter of the Compensation Committee was adopted on March 17, 2004, and is available on
the Company’s Investor Relations website (
www.transconrealty-invest.com
). All of the members of the Compensation
Committee are independent within the meaning of the listing standards of the NYSE and the Company’s
Corporate Governance
Guidelines
. The Compensation Committee is to be comprised of at least two directors who are independent of management and
the Company. The Compensation Committee met two times during 2016.
Presiding
Director
In
May 2004, the Board created a new position of Presiding Director, whose primary responsibility is to preside over periodic executive
sessions of the Board in which management directors and other members of management do not participate. The Presiding Director
also advises the Chairman of the Board and, as appropriate, Committee chairs with respect to agendas and information needs relating
to Board and Committee meetings, provides advice with respect to the selection of Committee chairs and performs other duties that
the Board may from time to time delegate to assist the Board in the fulfillment of its responsibilities. In December 2016, the
nonmanagement members of the Board designated Ted R. Munselle to serve in this position until the Company’s annual meeting
of stockholders to be held following the fiscal year ended December 31, 2016.
Selection
of Nominees for the Board
The
Governance and Nominating Committee will consider candidates for Board membership suggested by its members and other Board members,
as well as management and stockholders. The Governance and Nominating Committee may also retain a third-party executive search
firm to identify candidates upon request of the Governance and Nominating Committee from time to time. A stockholder who wishes
to recommend a prospective nominee for the Board should notify the Company’s Corporate Secretary or any member of the Governance
and Nominating Committee in writing with whatever supporting material the stockholder considers appropriate. The Governance and
Nominating Committee will also consider whether to nominate any person nominated by a stockholder pursuant to the provisions of
the Company’s bylaws relating to stockholder nominations.
Once
the Governance and Nominating Committee has identified a prospective nominee, the Governance and Nominating Committee will make
an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination will be based
on whatever information is provided to the Governance and Nominating Committee with the recommendation of the prospective candidate,
as well as the Governance and Nominating Committee’s own knowledge of the prospective candidate, which may
be
supplemented by inquiries to the person making the recommendation or others. The preliminary determination will be based primarily
on the need for additional Board members to fill vacancies or expand the size of the Board and the likelihood that the prospective
nominee can satisfy the evaluation factors described below. If the Governance and Nominating Committee determines, in consultation
with the Chairman of the Board and other Board members as appropriate, that additional consideration is warranted, it may request
the third-party search firm to gather additional information about the prospective nominee’s background and experience and
to report its findings to the Governance and Nominating Committee. The Governance and Nominating Committee will then evaluate
the prospective nominee against the standards and qualifications set out in the Company’s
Corporate Governance Guidelines,
including:
● the
ability of the prospective nominee to represent the interests of the stockholders of the Company;
● the
prospective nominee’s standards of integrity, commitment and independence of thought and judgment;
● the
prospective nominee’s ability to dedicate sufficient time, energy, and attention to the diligent performance of his or her
duties, including the prospective nominee’s service on other public company boards, as specifically set out in the Company’s
Corporate Governance Guidelines
;
● the
extent to which the prospective nominee contributes to the range of talent, skill and expertise appropriate for the Board;
● the
extent to which the prospective nominee helps the Board reflect the diversity of the Company’s stockholders, employees,
customers, guests and communities; and
● the
willingness of the prospective nominee to meet any minimum equity interest holding guideline.
The
Governance and Nominating Committee also considers such other relevant factors as it deems appropriate, including the current
composition of the Board, the balance of management and independent directors, the need for Audit Committee expertise and the
evaluations of other prospective nominees. In connection with this evaluation, the Governance and Nominating Committee determines
whether to interview the prospective nominee, and if warranted, one or more members of the Governance and Nominating Committee,
and others as appropriate, interview prospective nominees in person or by telephone. After completing this evaluation and interview,
the Governance and Nominating Committee makes a recommendation to the full Board as to the persons who should be nominated by
the Board, and the Board determines the nominees after considering the recommendation and report of the Governance and Nominating
Committee.
The
Bylaws of the Company provide that any stockholder entitled to vote at the Annual Meeting in the election of directors generally
may nominate one or more persons for election as directors at a meeting only if written notice of such stockholders’ intention
to make such nomination has been delivered personally to, or has been mailed to and received by the Secretary at the principal
office of the Company not later than 35 nor more than 60 days prior to the meeting. If a stockholder has a suggestion for candidates
for election, the stockholder should follow this procedure. Each notice from a stockholder must set forth (i) the name and address
of the stockholder who intends to make the nomination and the name of the person to be nominated, (ii) the class and number of
shares of stock held of record, owned beneficially and represented by proxy by such stockholder as of the record date for the
meeting and as of the date of such notice, (iii) a representation that the stockholder intends to appear in person or by proxy
at the meeting to nominate the person specified
in
the notice, (iv) a description of all arrangements or understandings between such stockholder and each nominee and any other person
(naming those persons) pursuant to which the nomination is to be made by such stockholder, (v) such other information regarding
each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy
rules, and (vi) the consent of each nominee to serve as a director of the Company if so elected. The Chairman of the Annual Meeting
may refuse to acknowledge the nomination of any person not made in compliance with this procedure.
Determinations
of Director Independence
In
February 2004, the Board enhanced its
Corporate Governance Guidelines.
The
Guidelines
adopted by the Board meet
or exceed the new listing standards adopted during that year by the NYSE. The full text of the
Guidelines
can be found
in the Investor Relations section of the Company’s website (
www.transcontrealty-invest.com
). A copy may also
be obtained upon request from the Company’s Corporate Secretary.
Pursuant
to the
Guidelines,
the Board undertook its annual review of director independence in June 2016. During this review, the
Board considered transactions and relationships between each director or any member of his or her immediate family and the Company
and its subsidiaries and affiliates, including those reported under
“Certain Relationships and Related Transactions”
below. The Board also examined transactions and relationships between directors or their affiliates and members of the Company’s
senior management or their affiliates. As provided in the
Guidelines
, the purpose of this review was to determine whether
any such relationships or transactions were inconsistent with a determination that the director is independent.
As
a result of this review, the Board affirmatively determined that Directors Ted R. Munselle, Robert A. Jakuszewski, and Raymond
D. Roberts, Sr. are each independent of the Company and its management under the standards set forth in the
Corporate Governance
Guidelines
.
Board
Meetings During Fiscal 2016
The
Board met six times during fiscal 2016. No incumbent director attended fewer than 75% of the meetings of the Board and Committees
on which he or she served. Under the Company’s
Corporate Governance Guidelines
, each Director is expected to dedicate
sufficient time, energy and attention to ensure the diligent performance of his or her duties, including by attending meetings
of the stockholders of the Company, the Board and Committees of which he or she is a member. In addition, the independent directors
met in executive session four times during fiscal 2016.
Directors’
Compensation
Each
nonemployee director is currently entitled to receive an annual retainer of $12,000 plus reimbursement for expenses. Prior to
January 4, 2010, when the Board of Directors reduced fees, each nonemployee director was entitled to an annual retainer of $30,000.
The Chairman of the Board does not currently receive any additional fee per year. The Chairman of the Audit Committee receives
an annual fee of $500. In addition, each independent director receives an additional fee of $1,000 per day for any special services
rendered to the Company outside of his or her ordinary duties as a director plus reimbursement of expenses. The Company also reimburses
directors for travel expenses incurred in connection with attending Board, committee and stockholder meetings and for other Company/business
related expenses. Directors who are also employees of the Company or its Advisor receive no additional compensation for service
as a director.
During
2016, $40,456.04 was paid to the nonemployee directors in total directors’ fees for all services, including the annual fee
for service during the period from January 1, 2016, through December 31, 2016, and special service fees. Those fees received by
directors were Sharon Hunt, a director who resigned in April 2016 ($10,000), Raymond D. Roberts, Sr. ($5,956.04), Ted Munselle
($12,500), and Robert A. Jakuszewski ($12,000).
On
October 10, 2000, the stockholders of the Company approved the Directors Stock Option Plan (the “Directors
Plan”) which provides for the availability of options to purchase shares of Common Stock. The Directors Plan provides
for automatic annual grants of options to directors of the Company who, at the time of grant of an option are not, and have
not been for at least one year, either an employee or officer of the Company or any of its affiliates. Options granted
pursuant to the Directors Plan are immediately exercisable and expire on the earlier of the first anniversary of the date on
which a director ceases to be a director or ten years from the date of grant. Each nonemployee director was granted an option
to purchase 5,000 shares on January 1 of each year. The exercise price of shares issued pursuant to each option was to be
100% of the fair market value of the shares on the date of grant of each option. The Directors Plan was terminated by the
Board of Directors on December 15, 2005. All options expired January 1, 2015, unexercised.
Stockholders’
Communication with the Board
Stockholders
and other parties interested in communicating directly with the Presiding Director or with the nonmanagement directors as a group
may do so by writing to Ted R. Munselle, Director, Post Office Box 830163, Richardson, Texas 75083-0163. Effective March 22, 2004,
the Governance and Nominating Committee of the Board also approved a process for handling letters received by the Company and
addressed to members of the Board but received at the Company. Under that process, the Corporate Secretary of the Company reviews
all such correspondence and regularly forwards to the Board a summary of all such correspondence and copies of all correspondence
that, in the opinion of the Corporate Secretary, deals with the functions of the Board or committees thereof or that he otherwise
determines requires their attention. Directors may at any time review a log of all correspondence received by the Company that
is addressed to members of the Board and received by the Company and request copies of any such correspondence. Concerns relating
to accounting, internal controls or auditing matters are immediately brought to the attention of the Chairman of the Audit Committee
and handled in accordance with procedures established by the Audit Committee with respect to such matters.
Code
of Ethics
The
Company has adopted a Code of Business Conduct and Ethics, which applies to all directors, officers and employees (including those
of the Contractual Advisor). In addition, the Company has adopted a code of ethics entitled “Code of Ethics for Senior Financial
Officers” that applies to the principal executive officer, president, principal financial officer, chief financial officer,
the principal accounting officer and controller. The text of both documents is available on the Company’s Investor Relations website
(
www.transconrealty-invest.com
)
. The Company intends to post amendments to or waivers from its Code of Ethics for
Senior Financial Officers (to the extent applicable to the Company’s principal executive officer, principal financial officer
or principal accounting officer) at this location on its website.
Compliance
with Section 16(a) of Reporting Requirements
Section
16(a) under the Securities Exchange Act of 1934 requires the Company’s directors, executive officers and any persons holding
10% or more of the Company’s shares of Common Stock to report their ownership of the Company’s shares of Common Stock
and any changes in that ownership to the SEC on
specified
report forms. Specific due dates for these reports have been established, and the Company is required to report any failure to
file by these dates during each fiscal year. All of these filing requirements were satisfied by the Company’s directors
and executive officers and holders of more than 10% of the Company’s Common Stock during the fiscal year ended December
31, 2016. In making these statements, the Company has relied upon the written representations of its directors and executive officers
and the holders of 10% or more of the Company’s Common Stock and copies of the reports that each has filed with the SEC.
Security
Ownership of Certain Beneficial Owners and Management
Security
Ownership of Certain Beneficial Owners
The
following table sets forth the ownership of the Company’s Common Stock, both beneficially and of record, both individually
and in the aggregate, for those persons or entities known by the Company to be the beneficial owners of more than 5% of its outstanding
Common Stock as of the close of business on November 6, 2017.
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Approximate
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Amount
and Nature of
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Percent
of
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Name
and Address of Beneficial Owner
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Beneficial
Ownership*
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Class**
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American
Realty Investors, Inc
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7,052,420(a)(b)(c)
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80.90%
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1603
LBJ Freeway, Suite 800
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Dallas,
Texas 75234
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Transcontinental
Realty Acquisition Corporation
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1,383,226(b)
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15.87%
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1603
LBJ Freeway, Suite 800
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Dallas,
Texas 75234
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(a) Includes 5,669,194 shares (65.03%) directly owned by American Realty Investors, Inc. (“ARL”)
directly, over which the directors of ARL may be deemed to be beneficial owners by virtue of their positions as directors of ARL.
The directors of ARL disclaim beneficial ownership of such shares.
(b) Includes 1,383,226 shares (15.87%) owned by Transcontinental Realty Acquisition Corporation (“TRAC”),
which is a wholly owned subsidiary of ARL, over which each of the directors of TRAC, Daniel J. Moos and Gene S. Bertcher may be
deemed to be beneficial owners by virtue of their positions as directors of TRAC. The directors of TRAC disclaim beneficial ownership
of such shares.
(c) Each of the directors of ARL, Henry A. Butler, Robert A. Jakuszewski, Ted R. Munselle and Raymond
D. Roberts, Sr. may be deemed to be the beneficial owners by virtue of their positions as current directors of ARL. The directors
of ARL disclaim such beneficial ownership.
The
table above does not include 304,298 shares (approximately 3.49% of the outstanding shares of Common Stock), which are owned by
Realty Advisors, Inc., a Nevada corporation (“RAI”), following conversion, effective July 7, 2014, of 30,000 shares
of Series C Convertible Preferred Stock of TCI then owned by RAI. RAI, together with ARL and its subsidiary, TRAC, beneficially
own approximately 84% of TCI.
Security
Ownership of Management
The
following table sets forth the ownership of the Company’s Common Stock, both beneficially and of record, both individually
and in the aggregate for the directors, nominees for election as a director, and executive officers of the Company as of the close
of business on November 6, 2017:
Name
of Beneficial Owner
|
Amount
and Nature of
Beneficial Ownership*
|
Approximate
Percent
of Class**
|
|
|
|
|
|
|
Gene
S. Bertcher
|
7,356,718(2)(4)
|
84.39%
|
|
|
|
Henry
A. Butler
|
7,052,420(2)
|
80.90%
|
|
|
|
Louis
J. Corna
|
7,356,718(2)(4)
|
84.39%
|
|
|
|
Robert
A. Jakuszewski
|
7,052,420(2)
|
80.90%
|
|
|
|
Daniel
J. Moos
|
7,646,718(2)(3)(4)
|
87.71%
|
|
|
|
Ted
R. Munselle
|
7,052,420(1)(2)
|
80.90%
|
|
|
|
Raymond
D. Roberts, Sr.
|
7,052,420(2)
|
80.90%
|
|
|
|
All
directors and executive officers as a group
|
7,646,718(2)(3)(4)
|
87.71%
|
(7
people)
|
|
|
* Beneficial Ownership” means the sole or shared power to vote, or to direct the voting of, a security or investment power
with respect to a security, or any combination thereof.
** Percentages are based upon 8,717,767 shares of Common Stock outstanding at November 6, 2017.
(1) Ted R. Munselle had options to purchase 5,000 shares of Common Stock, which expired January 1, 2015, unexercised.
(2) Includes 5,669,194 shares owned by ARL and 1,383,226 shares owned by TRAC, over which the executive officers and members of the
Board of Directors of ARL may be deemed to be the beneficial owners by virtue of their positions as executive officers and members
of the Board of Directors of ARL. The executive officers and current members of the Board of Directors of ARL disclaim beneficial
ownership of such shares.
(3) Daniel
J. Moos owns 290,000 shares of Common Stock and is the President and Chief Executive Officer of ARL, the Company and
RAI.
(4) Includes 304,298 shares owned by RAI, over which the executive officers of RAI may be deemed to be the beneficial owners by virtue
of their positions. The executive officers of RAI disclaim beneficial ownership of such shares.
PROPOSAL
1
ELECTION
OF DIRECTORS
Four
directors are to be elected at the Annual Meeting. Each director elected will hold office until the Annual Meeting following the
fiscal year ending December 31, 2016. All of the nominees for director are now serving as directors of the Company. Each of the
nominees has consented to being named in this proxy statement as a nominee and has agreed to serve as a director if elected. The
persons named on the proxy card will vote for all of the nominees for director listed unless you withhold authority to vote for
one or more of the nominees. The nominees receiving a plurality of votes cast at the Annual Meeting will be elected as directors.
Abstentions and broker non-votes will not be treated as a vote for or against any particular nominee and will not affect the outcome
of the election of directors. Cumulative voting for the election of directors is not permitted. If any director is unable to stand
for reelection, the Board will designate a substitute. If a substitute nominee is named, the persons named on the proxy card will
vote for the election of the substitute director.
The
nominees for directors are listed below, together with their ages, terms of service, all positions and offices with the Company
or the Company’s advisor, other principal occupations, business experience and directorships with other companies during
the last five years or more. The designation “affiliated” when used below with respect to a director means that the
director is an officer, director or employee of the Company or the advisor.
Henry
A. Butler, 67 (Affiliated)
Broker
– Land Sales (since April 30, 2011) for Pillar Income Asset Management, Inc. (“Pillar”) and (July 2003 to April
2011) for Prime Income Asset Management, LLC (“Prime”) and (1992 to June 2003) for Basic Capital Management, Inc.
(“BCM”); Director (since December 2001) of the Company and (since July 2003) of ARL and Director (December 2001 to
July 1, 2003) of Income Opportunity Realty Investors, Inc. (“IOR”); Chairman of the Board (since May 28, 2009) of
the Company and ARL.
Robert
A. Jakuszewski, 55
Territory
Manager for Artesa Labs (since April 2015). He was a medical specialist (from January 2014 to April 2015) for VAYA Pharma, Inc.;
Senior Medical Liaison for Vein Clinics of America (January 2013 to July 2013); Vice President of Sales and Marketing (September
1998 to December 2012) for New Horizons Communications, Inc.; Consultant (January 1998 - September 1998) for New Horizon Communications,
Inc.; Regional Sales Manager (1996-1998) for Continental Funding; Territory Manager (1992-1996) for Sigvaris, Inc.; Senior Sales
Representative (1988-1992) for Mead Johnson Nutritional Division, USPNG; and Sales Representative (1986-1987) for Muro Pharmaceutical,
Inc. Mr. Jakuszewski has been a director of IOR since March 16, 2004, and a director of the Company and ARL since November 22,
2005.
Ted.
R. Munselle, 61
Vice
President and Chief Financial Officer (since October 1998) of Landmark Nurseries, Inc.; President (since December 2004 until sold
in April 2007) of Applied Educational Opportunities, LLC, an educational organization which had two career training schools located
in Texas; Director (since February 2004) of the Company and ARL and (since May 2009) IOR; Certified Public Accountant (since 1980)
who was employed as an Audit Partner in two Dallas, Texas based CPA firms (1986 to 1998), as an Audit Manager at Grant Thornton
LLP (1983 to 1986) and as Audit Staff to Audit Supervisor at Laventhal &
Horwath
(1977 to 1983). Mr. Munselle is also a director (since February 17, 2012) of Spindletop Oil & Gas Company, a publicly held
Texas corporation, whose stock is traded in the Over-The-Counter (“OTC”) market.
Raymond
D. Roberts, Sr., 85
Retired
since December 31, 2014; for more than five years prior thereto, he was Director of Aviation of Stellar Aviation, Inc., a privately
held Nevada corporation, engaged in the business of aircraft (Boeing 737) and logistical management. Mr. Roberts is also a Director
of ARL and IOR (each, since June 2, 2016) and New Concept Energy, Inc. (since June 17, 2015), a publicly held Nevada corporation,
whose stock is listed and traded on the NYSE MKT.
The
Board of Directors unanimously recommends a vote FOR
the
election of all of the Nominees named above.
PROPOSAL
2
RATIFICATION
OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Audit Committee has appointed Farmer, Fuqua & Huff, P.C. as the independent registered public accounting firm of the Company
for the 2017 fiscal year and to conduct quarterly reviews through September 30, 2017. The Company’s Bylaws do not require
that stockholders ratify the appointment of Farmer, Fuqua & Huff, P.C. as the Company’s independent registered public
accounting firm. Farmer, Fuqua & Huff, P.C. has served as the Company’s independent public accounting firm for each
of the fiscal years ended December 31, 2004 through 2016. The Audit Committee will consider the outcome of this vote in its decision
to appoint an independent registered public accounting firm next year, however, it is not bound by the stockholders’ decision.
Even if the selection is ratified, the Audit Committee, in its sole discretion, may change the appointment at any time during
the year if it determines that such a change would be in the best interest of the Company and its stockholders.
A
representative of Farmer, Fuqua & Huff, P.C. will attend the Annual Meeting. The representative will have an opportunity to
make a statement if he or she desires to do so and will be available to respond to appropriate questions from the stockholders.
The
Board of Directors recommends a vote FOR the ratification of the
appointment of Farmer, Fuqua & Huff, P.C. as the
Company’s
independent registered public accounting firm.
Fiscal
Years 2016 and 2015 Audit Firm Fee Summary
The
following table sets forth the aggregate fees for professional services rendered to or for the Company for the years 2016 and
2015 by Farmer, Fuqua & Huff, P.C.:
|
|
2016
|
|
2015
|
|
|
Farmer, Fuqua & Huff,
|
|
Farmer, Fuqua & Huff,
|
Type of Fee
|
|
P.C.
|
|
P.C.
|
Audit Fees
|
|
$575,563
|
|
$552,663
|
Audit-Related Fees
|
|
—
|
|
—
|
Tax Fees
|
|
36,725
|
|
50,141
|
All Other Fees
|
|
—
|
|
—
|
Total
|
|
$612,288
|
|
$602,804
|
The
audit fees for 2016 and 2015, respectively, were for professional services rendered for the audits and reviews of the consolidated
financial statements of the Company. Tax fees for 2016 and 2015, respectively, were for services related to federal and state
compliance and advice.
All
services rendered by the principal auditors are permissible under applicable laws and regulations and were preapproved by either
the Board of Directors or the Audit Committee, as required by law. The fees paid the principal auditors for services as described
in the above table fall under the categories listed below:
Audit
Fees.
These are fees for professional services performed by the principal auditor for the audit of the Company’s annual
financial statements and review of financial statements included in the Company’s 10-Q filings and services that are normally
provided in connection with statutory and regulatory filing or engagements.
Audit-Related
Fees.
These are fees for assurance and related services performed by the principal auditor that are reasonably related to
the performance of the audit or review of the Company’s financial statements. These services include attestations by the
principal auditor that are not required by statute or regulation and consulting on financial accounting/reporting standards.
Tax
Fees.
These are fees for professional services performed by the principal auditor with respect to tax compliance, tax planning,
tax consultation, returns preparation and review of returns. The review of tax returns includes the Company and its consolidated
subsidiaries.
All
Other Fees.
These are fees for other permissible work performed by the principal auditor that do not meet the above category
descriptions.
These
services are actively monitored (as to both spending level and work content) by the Audit Committee to maintain the appropriate
objectivity and independence in the principal auditor’s core work, which is the audit of the Company’s consolidated
financial statements.
Report
of the Audit Committee
The
Audit Committee of the Board of Directors is composed of three directors, each of whom satisfies the requirements of independence,
experience and financial literacy under the requirements of the NYSE and the SEC. The Audit Committee has directed the preparation
of this report and has approved its content and submission to the stockholders.
The
Audit Committee is responsible for, among other things:
● retaining and overseeing the independent registered public accounting firm that serves as our independent auditor and evaluating
their performance and independence;
● reviewing
the annual audit plan with management and the independent registered public accounting firm;
● preapproving
any permitted non-audit services provided by our independent registered public accounting firm;
● approving
the fees to be paid to our independent registered public accounting firm;
● reviewing
the adequacy and effectiveness of our internal controls with management, internal auditors and the independent registered public
accounting firm;
● reviewing
and discussing the annual audited financial statements and the interim unaudited financial statements with management and the
registered public accounting firm; and
● approving
our internal audit plan and reviewing reports of our internal auditors.
The
Audit Committee operates under a written charter adopted by the Board of Directors. The Audit Committee’s responsibilities
are set forth in this charter which is available on our website at
www.transconrealty-invest.com
.
The
Audit Committee assists the Board in fulfilling its responsibilities for general oversight of the integrity of the Company’s
financial statements, the adequacy of the Company’s system of internal controls, the Company’s risk management, the
Company’s compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence,
and the performance of the Company’s independent auditors. The Audit Committee has sole authority over the selection of
the Company’s independent auditors and manages the Company’s relationship with its independent auditors. The Audit
Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee
deems necessary to carry out its duties and receive appropriate funding, as determined by the Audit Committee, from the Company
for such advice and assistance.
The
Audit Committee met five times during 2016. The Audit Committee schedules its meetings with a view to ensuring that it devotes
appropriate attention to all of its tasks. The Audit Committee’s meetings include private sessions with the Company’s
independent auditors without the presence of the Company’s management, as well as executive sessions consisting of only
Audit Committee members. The Audit Committee also meets senior management from time to time.
Management
has the primary responsibility for the Company’s financial reporting process, including its system of internal control over
financial reporting and for the preparation of consolidated financial statements in accordance with accounting principles generally
accepted in the United States of America. The Company’s independent auditors are responsible for auditing those financial
statements in accordance with professional standards and expressing an opinion as to their material conformity with U.S. generally
accepted accounting principles and for auditing management’s assessment of, and the effective operation of, internal control
over financial reporting. The Audit Committee’s responsibility is to monitor and review the Company’s financial reporting
process and discuss management’s report on the Company’s internal control over financial reporting. It is not the
Audit Committee’s duty or responsibility to conduct audits or accounting reviews or procedures. The Audit Committee has
relied, without independent verification, on management’s representation that the financial statements have been prepared
with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of America
and on the opinion of the independent registered public accountants included in their report on the Audit Committee’s financial
statements.
As part
of its oversight of the Company’s financial statements, the Audit Committee reviews and discusses with both management and
the Company’s independent registered public accountants all annual and quarterly financial statements prior to their issuance.
During 2016, management advised the Audit Committee that each set of financial statements reviewed had been prepared in accordance
with accounting principles generally accepted in the United States of America, and reviewed significant accounting and disclosure
issues with the Audit Committee. These reviews include discussions with the independent accountants of the matters required to
be discussed pursuant to
Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards),
including
the quality (not merely the acceptability) of the Company’s accounting principles, the reasonableness of significant judgments,
the clarity of disclosures in the financial statements and disclosures related to critical accounting practices. The Audit Committee
has also discussed with Farmer, Fuqua & Huff, P.C. matters relating to its independence, including a review of audit and non-audit
fees, and written disclosures from Farmer, Fuqua & Huff, P.C. to the Company pursuant to
Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees).
The Audit Committee also considered whether non-audit services, provided
by the independent accountants are compatible with the independent accountant’s independence. The Company also received
regular updates on the amount of fees and scope of audit, audit related, and tax services provided.
In addition, the
Audit Committee reviewed key initiatives and programs aimed at strengthening the effectiveness of the Company’s internal
and disclosure control structure. As part of this process, the Audit Committee continued to monitor the scope and adequacy of the
Company’s internal controls, reviewed staffing levels and steps taken to implement recommended improvements in any internal
procedures and controls.
Based on the Audit
Committee’s discussion with management and the independent accountants and the Audit Committee’s review of the representation
of management and the report of the independent accountants to the Board of Directors, the Audit Committee recommended to the
Board of Directors, and the Board of Directors has approved, that the audited consolidated financial statements be included in
the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC. The Audit Committee and
the Board of Directors have also selected Farmer, Fuqua & Huff, P.C. as the Company’s independent registered public
accountants and auditors for the fiscal year ending December 31, 2017.
AUDIT COMMITTEE
Raymond D. Roberts, Sr.
|
Ted R. Munselle
|
Robert A. Jakuszewski
|
The members of
the Audit Committee discussed the fact that Ted Munselle serves as the Chairman of the Audit Committee and the qualified Audit
Committee financial expert within the meaning of SEC Regulations and that he has the accounting and related financial management
expertise within the meaning of the listing standards of the NYSE with respect to this corporation, as well as two other corporations
which are part of a consolidated group for financial statement purposes, and that he serves in a similar capacity for an unrelated
corporation involved in another industry, the Common Stock of which is available for trading in the Over-the-Counter (“OTC”)
Market, thus making four entities for which he serves in a similar capacity. The Audit Committee has determined, after discussion,
that the fact that three entities are part of a consolidated group requires Mr. Munselle to be familiar with the financial reporting
requirements and standards of each of those entities due to the fact of consolidation and does not create an additional burden
upon Mr. Munselle but, in fact, confers a benefit on each of the entities, as it may well save on Mr. Munselle’s time and
responsibility. While this entity and the other two consolidated entities have no specific policy or prohibition upon Mr. Munselle
or any other person’s service to other publicly held entities, the members of this Committee periodically review other relationships
among Committee and Board members
with other independent entities to ensure that no conflict
exists and, in fact, have confirmed that service to other entities in other industries benefits the expertise of the individuals
involved.
Pre-approval Policy for Audit and Non-Audit
Services
Under the Sarbanes-Oxley
Act of 2002 (the “SO Act”), and the rules of the SEC, the Audit Committee of the Board of Directors is responsible
for the appointment, compensation and oversight of the work of the independent auditor. The purpose of the provisions of the SO
Act and the SEC rules for the Audit Committee role in retaining the independent registered public accounting firm is twofold. First,
the authority and responsibility for the appointment, compensation and oversight of the auditors should be with directors who are
independent of management. Second, any non-audit work performed by the auditors should be reviewed and approved by these same independent
directors to ensure that any non-audit services performed by the auditor do not impair the independence of the independent auditor.
To implement the provisions of the SO Act, the SEC issued rules specifying the types of services that an independent auditor may
not provide to its audit client, and governing the Audit Committee’s administration of the engagement of the independent
auditor. As part of this responsibility, the Audit Committee is required to preapprove the audit and non-audit services performed
by the independent auditor in order to assure that they do not impair the auditor’s independence. Accordingly, the Audit
Committee has adopted a written pre-approval policy of audit and non-audit services (the “Policy”), which sets forth
the procedures and conditions pursuant to which services to be performed by the independent auditor are to be preapproved. Consistent
with the SEC rules establishing two different approaches to approving non-prohibited services, the policy of the Audit Committee
covers pre-approval of audit services, audit-related services, international administration tax services, non-U.S. income tax compliance
services, pension and benefit plan consulting and compliance services, and U.S. tax compliance and planning. At the beginning of
each fiscal year, the Audit Committee will evaluate other known potential engagements of the independent auditor, including the
scope of work proposed to be performed and the proposed fees, and approve or reject each service, taking into account whether services
are permissible under applicable law and the possible impact of each non-audit service on the independent auditor’s independence
from management. Typically, in addition to the generally preapproved services, other services would include due diligence for an
acquisition that may or may not have been known at the beginning of the year. The Audit Committee has also delegated to any member
of the Audit Committee designated by the Board or the financial expert member of the Audit Committee responsibilities to preapprove
services to be performed by the independent auditor not exceeding $25,000 in value or cost per engagement of audit and non-audit
services, and such authority may only be exercised when the Audit Committee is not in session.
Executive Compensation
The Company has
no employees, payroll or benefit plans and pays no compensation to its executive officers. The executive officers of the Company
who are also officers or employees of Pillar, the Company’s advisor, are compensated by Pillar. Such executive officers perform
a variety of services for Pillar and the amount of their compensation is determined solely by Pillar. Pillar does not allocate
the cash compensation of its officers among the various entities for which it serves as advisor. See “The Advisor”
for a discussion of the compensation payable to Pillar under the Advisory Agreement.
Compensation Committee
Report
The Compensation
Committee of the Board of Directors is comprised of at least two directors who are independent of management and the Company. Each
member of the Compensation Committee must be determined to be independent by the Board under the Corporate Governance Guidelines
on Director Independence adopted by the Board and under the NYSE standards for nonemployee directors and Rule 16b-
3(b)(3)(i) of the rules and regulations
promulgated under the Securities Exchange Act of 1934 and the requirements for “outside directors” set forth in Treasury
Regulations, Section 27(e)(3). Each member of the Compensation Committee is to be free of any relationship that in the judgment
of the Board from time to time may interfere with the exercise of his or her independent judgment. Each Compensation Committee
member is appointed annually subject to removal at any time by the Board and serves until his or her Compensation Committee appointment
is terminated by the Board. The Compensation Committee is composed of three directors, each of whom meets the standards described
above.
The purposes
of the Compensation Committee are to oversee the policies of the Company relating to compensation to be paid by the Company to
the Company’s principal executive officer (“CEO”) and any other officers designated by the Board and make recommendations
to the Board with respect to such policies, produce necessary reports and executive compensation for inclusion in the Company’s
proxy statement, in accordance with applicable rules and regulations, and monitor the development and implementation of succession
plans for the CEO and other key executives and make recommendations to the Board with respect to such plans.
The Company
has no employees, payroll or benefit plans and pays no compensation to its executive officers. The executive officers of the Company,
who are also officers or employees of Pillar, are compensated by Pillar. Such executive officers perform a variety of services
for Pillar, and the amount of their compensation is determined solely by Pillar. Pillar does not allocate the cash compensation
of its officers among the various entities for which it may serve as advisor or sub-advisor.
The only remuneration
paid by the Company is to directors who are not officers or directors of Pillar. These independent directors (i) review the business
plan of the Company to determine that it is the best interest of the stockholders, (ii) review the advisory contract and recommend
any appropriate changes thereto, (iii) supervise the performance of the Company’s advisor, and review the reasonableness
of the compensation paid to the advisor in terms of the nature and quality of services performed, (iv) review the reasonableness
of the total fees and expenses of the Company, and (v) select, when necessary, a qualified, independent real estate appraiser to
appraise properties to be acquired. See the sub caption “Directors’ Compensation” in the Proxy Statement for
a description of the compensation paid.
The Charter of
the Compensation Committee was adopted on March 17, 2004, and the members of the Compensation Committee, all of whom are independent
within the meaning of the listing standards of the NYSE and the Company’s Corporate Governance Guidelines, are listed below.
Since its formation on March 17, 2004, the Compensation Committee has annually reviewed its existing charter and regularly performed
the tasks described above relating to the business plan, advisory contract, reasonableness of compensation paid to the advisor,
and the reasonableness of the total fees and expenses of the Company.
COMPENSATION COMMITTEE
Robert A. Jakuszewski
|
Raymond D. Roberts, Sr.
|
Ted R. Munselle
|
Compensation
Committee Interlocks and Insider Participation
The Company’s
Compensation Committee is made up of nonemployee directors who have never served as officers of, or been employed by, the Company.
None of the Company’s executive officers serve on a board of directors of any entity that has a director or officer serving
on this Compensation Committee.
Executive Officers
Executive officers
of the Company are all employed by Pillar. None of the executive officers receive any direct remuneration from the Company nor
do any hold any options granted by the Company. Their positions with the Company are not subject to a vote of stockholders. No
family relationship exists among any director or executive officer of the Company. The ages, terms of service and all positions
and offices with the Company, Pillar, and other affiliated entities, other principal occupations, business experience and directorships
with other publicly held companies during the last five years or more are set forth below.
Daniel J. Moos, 67
President (since
April 2007), Chief Executive Officer (since March 2010) and Chief Operating Officer (April 2007 to March 2010) of ARL, IOR, and
the Company; President (since December 2010), Chief Executive Officer (since March 2011), Treasurer (since October 2013), and Director
(December 2010 to March 2011 and December 2016 to present) of Pillar; Senior Vice President and Business Line Manager for U.S.
Bancorp (NYSE:USB) working out of their office in Houston, Texas from 2003 to April 2007: Executive Vice President and Chief Financial
Officer, Fleetcor Technologies, a privately held transaction processing company that was headquartered in New Orleans, Louisiana
from 1998 to 2003; Senior Vice President and Chief Financial Officer, ICSA, a privately held internet security and information
company headquartered in Carlisle, Pennsylvania from 1996 to 1998; and for more than ten years prior thereto was employed in various
financial and operating roles for PhoneTel Technologies, Inc., which was a publicly traded telecommunication company then listed
on the American Stock Exchange, headquartered in Cleveland, Ohio (1992-1996), and LDI Corporation, which was a publicly traded
computer equipment sales/service and asset leasing company listed on the NASDAQ and headquartered in Cleveland, Ohio.
Gene S. Bertcher, 68
Executive
Vice President (since February 2008) and Chief Financial Officer (since May 2008) of the Company, ARL and IOR. Prior thereto (from
February 2008 to March 2008) he was Executive Vice President and Interim Chief Financial Officer of the Company, ARL and IOR.
Mr. Bertcher is also President, Chief Executive Officer (since December 2006), and Chief Financial Officer (since January 2003)
of New Concept Energy, Inc. (formerly CabelTel International Corporation), a Nevada corporation (“GBR”), which has
its common stock listed on the NYSE MKT, a position he has occupied since November 1, 2004. From January 3, 2003 until November
1, 2004, Mr. Bertcher was also Chief Executive Officer of GBR. He has been a certified public accountant since 1973; Mr. Bertcher
has been a director since June 1999 (and was from November 1989 to September 1996) of GBR. Until November 1989, Mr. Bertcher was
a partner in Grant Thornton, LLP having served as the Chairman of its National Real Estate and Construction Committee. Mr. Bertcher
is also a director, Vice President and Treasurer (since March 24, 2009) of First Equity Properties, Inc., a Nevada corporation
with securities registered under Section 12(g) of the Securities Exchange Act of 1934. Executive Vice President and Chief Financial
Officer of Pillar (since April 30, 2011).
Louis J. Corna, 70
Executive
Vice President–General Counsel/Tax Counsel and Secretary (since February 2004), Executive Vice President (October 2001
to February 2004), Executive Vice President–Tax and Chief Financial Officer (June 2001 to October 2001) and Senior Vice
President–Tax (December 2000 to June 2001) of the Company, ARL, IOR and Pillar and (prior to July 2003) of BCM;
Executive Vice President, General Counsel/Tax Counsel and Secretary (since February 2004), Executive Vice President–Tax
(July 2003 to February 2004) of Pillar and Prime Income Asset Management, Inc. (“PIAMI”); Private Attorney
(January 2000 to December
2000); Vice President–Taxes and Assistant Treasurer (March 1998 to January 2000) of IMC Global, Inc.; Vice
President–Taxes (July 1991 to February 1998) of Whitman Corporation. Executive Vice President-General Counsel/Tax
Counsel and Secretary of Pillar (since April 30, 2011).
In addition to
the foregoing executive officers, the Company has several vice presidents and assistant secretaries who are not listed herein.
The Advisor
Although the Board
of Directors is directly responsible for managing the affairs of the Company and for setting the policies which guide it, day-to-day
operations are performed by a contractual advisor under the supervision of the Board of Directors. The duties of the advisor include,
among other things, locating, investigating, evaluating and recommending real estate and mortgage note investment and sales opportunities,
as well as financing and refinancing sources. The advisor also serves as a consultant to the Board of Directors in connection with
the business plan and investment decisions made by the Board.
Pillar is the contractual
advisor to the Company. Pillar is a Nevada corporation which is owned by Realty Advisors, LLC (“RALLC”), a Nevada limited
liability company, the sole member of which is Realty Advisors, Inc. (“RAI”), a Nevada corporation, which is 100% owned
by May Realty Holdings, Inc., a Nevada corporation (“MRHI”), the sole stockholder of the May Trust (the “Trust”),
which is a trust for the benefit of the children of Gene E. Phillips. Pillar is a company of which Messrs. Moos, Bertcher, and
Corna serve as executive officers. Mr. Phillips is not an officer or director of Pillar.
Under the Advisory
Agreement, Pillar is required to annually formulate and submit for Board approval a budget and business plan containing a twelve-month
forecast of operations and cash flow, a general plan for asset sales and purchases, borrowing activity and other investments. Pillar
is required to report to the Board, on a quarterly basis, the Company’s performance against the business plan. In addition,
all transactions require prior Board approval, unless they are explicitly provided for in the approved plan or are made pursuant
to authority expressly delegated to Pillar by the Board.
The Advisory Agreement
also requires prior approval of the Board for the retention of all consultants and third party professionals, other than legal
counsel. The Advisory Agreement provides that Pillar shall be deemed to be in a fiduciary relationship to the stockholders; contains
a broad standard governing Pillar’s liability for losses by the Company; and contains guidelines for Pillar’s allocation
of investment opportunities as among itself, the Company and other entities it advises.
The Advisory Agreement
provides for the advisor to receive monthly base compensation at the rate of 0.0625% per month (0.75% on an annualized basis) of
average gross asset value (total assets less allowance for amortization, depreciation or depletion and valuation reserves) and
an annual net income fee equal to 7.5% of the Company’s net income.
The Advisory Agreement also provides for Pillar to
receive an annual incentive sales fee equal to 10% of the amount, if any, by which the aggregate sales consideration for all
real estate sold by the Company during such fiscal year exceeds the sum of: (i) the cost of each such property originally
recorded in the Company’s books for tax purposes (without deduction for depreciation, amortization or reserve for
losses), (ii) capital improvements made to such assets during the period owned, and (iii) all closing costs, (including real
estate commissions) incurred in the sale of such real estate;
provided
,
however
, no incentive fee shall be paid unless
(a) such real estate sold in such fiscal year, in the aggregate, has produced 8% simple annual return on the net investment
including capital improvements, calculated over the holding period before depreciation and inclusive of operating income and
sale consideration, and (b) the aggregate net operating
income from all real estate owned for each of the prior
and current fiscal years shall be at least 5% higher in the current fiscal year than in the prior fiscal year.
Additionally,
pursuant to the Advisory Agreement, Pillar or an affiliate of Pillar is to receive an acquisition commission for supervising the
acquisition, purchase or long-term lease of real estate equal to the lesser of (i) up to 1% of the cost of acquisition, inclusive
of commissions, if any, paid to nonaffiliated brokers, or (ii) the compensation customarily charged in arm’s length transactions
by others rendering similar property acquisition services as an ongoing public activity in the same geographical location and for
comparable property, provided that the aggregate purchase price of each property (including acquisition fees and real estate brokerage
commissions) may not exceed such property’s appraised value at acquisition. Pillar does not receive any commission or acquisitions
from an affiliated or related party.
The Advisory Agreement
requires Pillar or any affiliate of Pillar to pay to the Company one half of any compensation received from third parties with
respect to the origination, placement or brokerage of any loan made by the Company;
provided
,
however
, that the compensation
retained by Pillar or any affiliate of Pillar shall not exceed the lesser of (i) 2% of the amount of the loan commitment, or (ii)
a loan brokerage and commitment fee which is reasonable and fair under the circumstances.
The Advisory Agreement
also provides that Pillar or an affiliate of Pillar is to receive a mortgage or loan acquisition fee with respect to the acquisition
or purchase of any existing mortgage loan by the Company equal to the lesser of (i) 1% of the amount of the loan purchased, or
(ii) a brokerage and commitment fee which is reasonable and fair under the circumstances. Such fee will not be paid in connection
with the origination or funding of any mortgage loan by the Company.
Under the Advisory
Agreement, Pillar or an affiliate of Pillar also is to receive a mortgage brokerage and equity refinancing fee for obtaining loans
or refinancing on properties equal to the lesser of (i) 1% of the amount of the loan or the amount refinanced, or (ii) a brokerage
or refinancing fee which is reasonable and fair under the circumstances;
provided
,
however
, that no such fee shall be paid
on loans from Pillar or an affiliate of Pillar without the approval of the Company’s Board of Directors. No fee shall be
paid on loan extensions.
The Advisory Agreement
also provides that for all activities in connection with or related to construction for the Company and its subsidiaries, Pillar
shall receive a fee equal to 6% of the so-called “hard costs” only of any costs of construction on a completed basis,
based upon amounts set forth as approved on any architect certificate issued in connection with such construction, which fee is
payable at such time as the applicable architect certifies others costs for payment to third parties. The phrase “hard costs”
means all actual costs of construction paid to contractors, subcontractors, and third parties for material or labor performed as
part of the construction but does not include items generally regarded as “soft costs,” which are consulting fees,
attorneys’ fees, architectural fees, permit fees and fees of other professionals.
Under the Advisory
Agreement, Pillar receives reimbursement of certain expenses incurred by it in the performance of advisory services. Under the
Advisory Agreement, all or a portion of the annual advisory fee must be refunded by the advisor if the Operating Expenses of the
Company (as defined in the Advisory Agreement) exceed certain limits specified in the Advisory Agreement based on the book value,
net of asset value and net income of the Company during the fiscal year.
If and to the
extent that the Company shall request of Pillar, or any director, officer, partner or employee of Pillar, to render services to
the Company other than those required to be rendered by Pillar under the Advisory Agreement, such additional services, if performed,
will be compensated separately on terms agreed upon between such party and the Company from time to time.
The Advisory Agreement
automatically renews from year to year unless terminated in accordance with its terms. Management believes that the terms of the
Advisory Agreement are at least as fair as could be obtained from unaffiliated third parties.
Situations may
develop in which the interests of the Company are in conflict with those of one or more directors or officers in their individual
capacities or of Pillar, or of their respective affiliates. In addition to services performed for the Company, Pillar actively
provides similar services as agent for, and advisor to, other real estate enterprises, including persons and entities involved
in real estate developing and financing, including ARL, IOR, and the Company. The Advisory Agreement provides that Pillar may also
serve as advisor to those entities.
As advisor, Pillar
is a fiduciary of the Company’s public investors. In determining to which entity a particular investment opportunity will
be allocated, Pillar will consider the respective investment objectives of each entity and the appropriateness of a particular
investment in light of each such entity’s existing mortgage note and real estate portfolio and business plan. To the extent
any particular investment opportunity is appropriate to more than one such entity, such investment opportunity will be allocated
to the entity that has had funds available for investment for the longest period of time, or, if appropriate, the investment may
be shared among various entities.
Effective April
30, 2011, the Company and Pillar entered into a Cash Management Agreement to further define the administration of the Company’s
day-to-day investment operations, relationship contacts, flow of funds and deposit and borrowing of funds. Under the Cash Management
Agreement, all funds of the Company are delivered to Pillar which has a deposit liability to the Company and is responsible for
payment of all payables and investment of all excess funds which earn interest at the Wall Street Journal Pillar Rate plus 1% per
annum, as set quarterly on the first day of each calendar quarter. Borrowings for the benefit of the Company bear the same interest
rate. The term of the Cash Management Agreement is coterminous with the Advisory Agreement, and it is automatically renewed each
year unless terminated with the Advisory Agreement.
Pillar may assign the Advisory Agreement only with the
prior consent of the Company.
The directors and principal executive officers of Pillar are set forth below:
Name
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Office(s)
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Daniel J. Moos
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Director, President, Chief Executive Officer and Treasurer
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Gene S. Bertcher
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Executive Vice President and Chief Accounting Officer
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Louis J. Corna
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Executive Vice President, General Counsel, Tax Counsel and Secretary
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Property Management
Effective January
1, 2011, Regis Realty Prime, LLC d/b/a Regis Property Management, LLC, a Nevada limited liability company (“Regis”),
the sole member of which is RALLC, has managed the Company’s commercial properties for a fee of 3% or less of the monthly
gross rents collected on any commercial properties Regis manages and leasing commissions of 6% or less in accordance with the terms
of a property level management agreement.
Real Estate Brokerage
Regis also provides
real estate brokerage services to the Company on a nonexclusive basis. Regis is entitled to receive a real estate commission for
property purchases and sales in accordance with a sliding scale of total fees to be paid (i) maximum fee of 4.5% on the first $2
million of any purchase or sale transaction of which no more than 3.5% would be paid to Regis or affiliates; (ii) maximum fee of
3.5% on transaction amounts between $2 million and $5 million, of which no more than 3% would be paid to Regis or affiliates; (iii)
maximum fee of 2.5% on transaction amounts between $5 million and $10 million, of which no more than 2% would be paid to Regis
or affiliates; and (iv) maximum fee of 2% on transaction amounts in excess of $10 million, of which no more than 1.5% would be
paid to Regis or affiliates.
Certain Relationships
and Related Transactions
Certain Business Relationships
Pillar, the Company’s
advisor, is a company for which Messrs. Moos, Bertcher, and Corna serve as executive officers. The executive officers of the Company
also serve as executive officers of ARL and IOR and owe fiduciary duties to each of those entities, as well as to Pillar, under
applicable law. ARL and IOR each have the same relationship with Pillar as does the Company. Mr. Bertcher is also an officer and
director of GBR, and Mr. Roberts is a director of GBR, and, as such, each owes f iduciary duties to GBR.
The Company contracts with affiliates of
Pillar for property management and brokerage services.
The Company owns an equity interest in IOR. At December 31, 2016, the
Company owned, and at present continues to own, 3,381,270 shares of IOR Common Stock which comprises over 81% of IOR’s
outstanding common stock. Henry A. Butler, Robert A. Jakuszewski, Ted R. Munselle and Raymond D. Roberts, Sr., directors of
the Company, are also members of the Board of Directors of IOR. ARL, directly and through a wholly owned subsidiary, owns
approximately 83% of outstanding common stock of the Company; all of the Directors of the Company are also Directors of
ARL.
Tax Sharing Agreement
For tax periods
ending before August 31, 2012, the Company was part of the ARL consolidated federal return. After that date, the Company and the
rest of the ARL group (ARL and IOR) joined the MRHI consolidated group for tax purposes. The income tax expense (benefit) for 2010
and 2011 tax periods was calculated under a tax sharing and compensating agreement among the Company, ARL, and IOR. That agreement
continued until August 31, 2012, at which time the new tax sharing and compensating agreement was entered into among the Company,
ARL, IOR, and MRHI for the remainder of 2012. For 2012, the Company, ARL, and IOR had a combined net taxable loss. The benefit
or expense under such arrangements is calculated based upon the amount of losses absorbed by taxable income multiplied by the statutory
rate of 35% per the tax sharing and compensating agreements.
Related Party Transactions
Historically,
the Company, ARL, IOR and Pillar have each engaged in, and may continue to engage in, business transactions, including real estate
partnerships, with related parties. Management believes that all of the related party transactions represented the best investments
available at the time and were at least as advantageous to the Company as could have been obtained from unrelated parties.
TCI paid advisory
fees of $9.5 million, net income fees of $257,000, mortgage brokerage and equity refinancing fees of $725,000, cost reimbursements
of $3.228 million, and received interest income of $4.216 million from Pillar in 2016.
TCI paid property management fees, construction
management fees, and leasing commission of $500,000 to Regis in 2016.
Operating Relationships
In the year ended
December 31, 2016, the Company received $700,000 in rent from Pillar and their affiliates for rents of company owned properties,
including an airplane hanger in Addison, Texas, Browning Place in Dallas, Texas, and Eagles Crest in Farmers Branch, Texas.
Advances and Loans
From time to time,
the Company and its affiliates have made advances to each other, which generally have not had specific repayment terms, did not
bear interest, are unsecured, and have been reflected in the Company’s financial statements as other assets or other liabilities.
The Company and the advisor charge interest on the outstanding balance of funds advanced to or from the Company. The interest rate,
set at the beginning of each quarter, is the Pillar rate plus 1% on the average daily cash balances advanced. At December 31, 2016,
the Company owes ARL $52.4 million.
Restrictions on Related
Party Transactions
Article FOURTEENTH
of the Company’s Articles of Incorporation provides that the Company shall not, directly or indirectly, contract or engage
in any transaction with (i) any director, officer or employee of the Company, (ii) any director, officer or employee of the advisor,
(iii) the advisor, or (iv) any affiliate or associate (as such terms are defined in Rule 12b-2 under the Securities Exchange Act
of 1934, as amended) of any of the aforementioned persons, unless (a) the material facts as to the relationship among or financial
interest of the relevant individuals or persons and as to the contract or transaction are disclosed to or are known by the Board
of Directors or the appropriate committee thereof, and (b) the Board of Directors or committee thereof determines that such contract
or transaction is fair to the Company and simultaneously authorizes or ratifies such contract or transaction by the affirmative
vote of a majority of independent directors of the Company entitled to vote thereon. Article FOURTEENTH defines an “Independent
Director” as one who is neither an officer or employee of the Company, nor a director, officer or employee of the Company’s
advisor.
OTHER MATTERS
The Board of Directors
knows of no other matters that may be properly or should be brought before the Annual Meeting. However, if any other matters are
properly brought before the Annual Meeting, the persons named in the enclosed proxy or their substitutes will vote in accordance
with their best judgment on such matters.
FINANCIAL STATEMENTS
The audited financial statements of the
Company, in comparative form for the years ended December 31, 2016 and 2015 are contained in the 2016 Annual Report to
Stockholders, which was mailed to stockholders in April 2017. However, such report and the financial statements contained
therein are not to be considered part of this solicitation.
SOLICITATION OF PROXIES
THIS
PROXY STATEMENT IS FURNISHED TO STOCKHOLDERS TO SOLICIT PROXIES ON BEHALF OF THE BOARD OF DIRECTORS OF TRANSCONTINENTAL REALTY
INVESTORS, INC.
The cost of soliciting proxies will be born by the Company. Directors and officers of the Company may, without
additional compensation, solicit by mail, in person or by telecommunication.
FUTURE PROPOSALS OF STOCKHOLDERS
Stockholder
proposals for our Annual Meeting to be held in 2018 must be received by us by December 31, 2017, and must otherwise comply with
the rules promulgated by the SEC to be considered for inclusion in our proxy statement for that year. Any stockholder proposal,
whether or not to be included in our proxy materials, must be sent to our Corporate Secretary at 1603 LBJ Freeway, Suite 800,
Dallas, Texas 75234.
COPIES
OF TRANSCONTINENTAL REALTY INVESTORS, INC.’S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016, TO THE SEC ON
FORM 10-K AS FILED WITH THE SEC (WITHOUT EXHIBITS) ARE AVAILABLE TO STOCKHOLDERS WITHOUT CHARGE THROUGH OUR WEBSITE
WWW.TRANSCONREALTY-INVEST.COM
OR UPON WRITTEN REQUEST TO TRANSCONTINENTAL REALTY INVESTORS, INC., 1603 LBJ FREEWAY, SUITE 800 DALLAS, TEXAS 75234,
ATTN: INVESTOR RELATIONS.
Dated: November 7, 2017
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By order of the Board of Directors,
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Louis J. Corna
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Executive Vice President, General Counsel,
Tax Counsel
and Secretary
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PROXY
TRANSCONTINENTAL
REALTY INVESTORS, INC.
This
Proxy is solicited on behalf of the Board of Directors for the Annual Meeting of Stockholders to be held on December 13, 2017.
NOTICE
OF INTERNET AVAILABILITY OF PROXY MATERIAL
:
The Notice of Meeting, Proxy Statement, Proxy Card
are available at
www.transconrealty-invest.com
.
The
undersigned stockholder of TRANSCONTINENTAL REALTY INVESTORS, INC. hereby appoints HENRY A. BUTLER and LOUIS J. CORNA, and each
of them, proxies with full power of substitution in each of them, in the name, place and stead of the undersigned, as attorneys
and proxies to vote all shares of Common Stock, par value $0.01 per share, of TRANSCONTINENTAL REALTY INVESTORS, INC. which the
undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on Wednesday, December 13, 2017, at 9:30 a.m.,
local Dallas, Texas time, at 1603 LBJ Freeway, Suite 800, Dallas, Texas 75234, or any adjournment(s) thereof, with all powers
the undersigned would possess if personally present, as indicated below, for the transaction of such business as may properly
come before said meeting or any adjournment(s) thereof, all as set forth in the November 7, 2017, Proxy Statement for said meeting.
[INSERT
ADDRESS LABEL]
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Please
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Sign
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Here
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Dated:
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, 2017
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To
change the address on your account, please check the box at right and indicate your new address in the address space above.
Please note that changes to the registered name(s) on the account may not be submitted via this method. ☐
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Note:
Please sign exactly as your name or names appear hereon. When there is more than one owner, each must sign. When signing as
an agent, attorney, administrator, executor, guardian or trustee, please indicate your title as such. If executed by a corporation,
the proxy should be signed by a duly authorized officer who should indicate his title. If a partnership, please sign in partnership
name by an authorized person. Please date, sign and mail this proxy card in the enclosed envelope for which no postage is
required if mailed in the United States.
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(Continued
and to be Completed on the Other Side)
THIS
PROXY WILL BE VOTED AS DIRECTED BUT IF NO DIRECTION IS INDICATED, IT WILL BE VOTED FOR ALL NOMINEES AND FOR RATIFICATION OF THE
APPOINTMENT OF FARMER, FUQUA & HUFF, P.C. AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. ON OTHER MATTERS THAT MAY
COME BEFORE SAID MEETING, THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE ABOVE-NAMED PERSONS.
1.
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Election of Directors
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☐
For
All Nominees
(except or marked to the contrary)
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☐
Withhold
Authority For All Nominees
listed below
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Henry A. Butler, Robert A. Jakuszewski,
Ted R. Munselle, Raymond D. Roberts, Sr.
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Instruction
:
To withhold authority to vote for any individual nominee, strike a line through the nominee’s name listed above.
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2.
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Ratification of the Appointment
of Farmer, Fuqua & Huff, P.C. as the independent registered public accounting firm
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☐
For
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☐
Against
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☐
Abstain
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3.
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In
their discretion on any other matters which may properly come before the meeting or any
adjournment(s) thereof.
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The
Board of Directors of Transcontinental Realty Investors, Inc. recommends approval of all nominees for election as directors
and
a vote FOR ratification of the appointment of Farmer, Fuqua and Huff, P.C. as the independent registered public accounting firm.
Please
sign, date and return promptly in the enclosed envelope.
(Continued
and to be Signed and Dated on the Other Side)
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