Item 5.07 - Submission of Matters to the Vote of Security Holders

On December 16, 2020, the Annual Meeting of Stockholders of American Realty Investors, Inc. ("ARL" 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 5, 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 4, 2020, a total of 15,997,076 shares of Common Stock were outstanding, with each share entitled to cast one vote.

At the meeting, proxies representing at least 15,827,123 shares (98.94% of the outstanding) appeared and were cast, thereby establishing a quorum present in person or by proxy. It was noted that, of the 15,997,076 outstanding shares of common stock, 7,055,016 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         14,495,690     90.61%         29,774              -            1,301,659
William J. Hogan        14,505,103     90.67%         20,361              -            1,301,659
Robert A. Jakuszewski   14,329,466     89.58%        195,998              -            1,301,659
Ted R. Munselle         14,369,451     89.83%        156,013              -            1,301,659
Raymond D. Roberts, Sr. 14,334,325     89.61%        191,139              -            1,301,659

All of the nominees named above, each of which is currently a director of the Registrant, were elected at such Annual Meeting.

The only other 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 15,717,184 votes were cast FOR, 16,649 votes were cast AGAINST, and 93,290 votes ABSTAINED from voting with respect to such proposal. There were no broker non-votes.

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.





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