Item 5.07 - Submission of Matters to the Vote of Security
Holders
On December 16, 2020, the Annual Meeting of Stockholders of Transcontinental Realty Investors,
Inc. (“TCI” or the “Issuer” or the “Registrant”) was held, following a solicitation of proxies, pursuant to a
Notice of Annual Meeting and related Proxy Statement, dated November 4, 2020, distributed in accordance
with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended. On the
record date of November 2, 2020, a total of 8,717,767 shares of Common Stock were outstanding, with each
share entitled to cast one vote.
At the meeting, proxies representing at least 8,267,092 shares (94.8% of the outstanding)
appeared and were cast, thereby establishing a quorum present in person or by proxy. It was noted that,
of the 8,717,767 outstanding shares of common stock, 3,256,499 shares are held in CEDE accounts.
At the Annual Meeting, which involved the election of directors, the following named persons
received the number of votes cast for, against or withheld, as well as the number of abstention and broker
non-votes:
|
Name
|
# Votes For
|
% For
|
# Votes Withheld
|
# Votes Abstained
|
Broker Non-votes
|
|
Henry A. Butler
|
7,576,627
|
86.91%
|
88,017
|
-
|
602,448
|
|
William J. Hogan
|
7,579,791
|
86.95%
|
84,853
|
-
|
602,448
|
|
Robert A. Jakuszewski
|
7,538,648
|
86.47%
|
125,996
|
-
|
602,448
|
|
Ted R. Munselle
|
7,555,750
|
86.67%
|
108,894
|
-
|
602,448
|
|
Raymond D. Roberts, Sr.
|
7,545,776
|
86.56%
|
118,868
|
-
|
602,448
|
All of the nominees named above, each of which is currently a director of the Registrant, were elected at such
Annual Meeting.
The second matter presented at the Annual Meeting was the ratification of the appointment of
Farmer, Fuqua & Huff, P.C. as the independent registered public accounting firm for the Registrant for the
fiscal year ending December 31, 2020, and any interim period. A total of 8,250,212 votes were cast FOR,
12,930 votes were cast AGAINST, and 3,950 votes ABSTAINED from voting with respect to such proposal.
There were no broker non-votes.
The only other matter presented at the Annual Meeting was a stockholder proposal submitted by the
Investment Director, Global Equity of CalPERS, requesting the Board initiate a process to amend the
governing documents to provide that directors be elected only by the affirmative vote of a majority of votes
cast at an annual meeting in uncontested elections. A total of 2,564,303 votes were cast FOR, 5,092,210 votes
cast AGAINST, 8,131 votes ABSTAINED, and 602,448 were broker non-votes, which resulted in a defeat
of such stockholder proposal.
The Annual Meeting of the Board of Directors was held on the following day, December 17, 2020.
At such meeting, Henry A. Butler was reelected Chairman of the Board.