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

On May 12, 2020, NexPoint Residential Trust, Inc. (the "Company") held its Annual Meeting of Stockholders. All matters submitted for approval by the Company's stockholders, as described in the Company's proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2020, were approved. The number of shares of common stock entitled to vote at the Company's 2020 Annual Meeting of Stockholders was 25,306,193, representing the number of shares outstanding as of April 3, 2020, the record date for the annual meeting.

The results of each matter voted on were as follows:

1. Election of directors. The following directors were elected for terms

expiring at the 2021 annual meeting of stockholders:




                      Votes For        Votes Withheld       Broker Non-Votes
James Dondero          18,749,389            1,046,063              2,670,970
Brian Mitts            16,716,137            3,079,315              2,670,970
Edward Constantino     14,285,084            5,510,368              2,670,970
Scott Kavanaugh         8,606,219           11,189,233              2,670,970
Arthur Laffer          14,273,597            5,521,855              2,670,970

Under the Company's majority voting policy, a director nominee must tender a conditional offer of resignation subject to acceptance or rejection by the Company's board of directors in the event the director receives a greater number of votes "withheld" from his or her election than votes "for" his or her election in an uncontested election. At the annual meeting, Mr. Kavanaugh received more votes "withheld" from his election than votes "for" his election. As a result, Mr. Kavanaugh tendered his resignation from the board of directors, with the effectiveness of such resignation conditioned upon the board of directors' acceptance thereof. The nominating and corporate governance committee will consider Mr. Kavanaugh's resignation and recommend to the board of directors whether to accept or reject it. The board of directors will act on the nominating and corporate governance committee's recommendation within 90 days following certification of the election results and promptly disclose (1) its decision whether to accept or reject Mr. Kavanaugh's resignation and (2) if rejected, the reasons for rejecting Mr. Kavanaugh's resignation. As provided in the majority voting policy, Mr. Kavanaugh will not participate in the deliberations of the nominating and corporate governance committee or the board of directors, but his service will otherwise continue pending the outcome of those deliberations.



2.  Approval, on an advisory basis, of the compensation of the Company's named
    executive officers. The compensation of the Company's named executive
    officers was approved.


Votes For    Votes Against   Abstentions   Broker Non-Votes
14,602,577     5,114,637       78,237         2,670,970

3. Approval, on an advisory basis, of the frequency of future advisory votes on


    the compensation of the Company's named executive officers. The frequency of
    every "one year" was approved.


  1 Year     2 Years   3 Years   Abstentions
19,200,669   35,433    496,179     63,164

Consistent with the stockholder vote, the Company's board of directors determined that the Company will hold future advisory votes on the compensation of the Company's named executive officers on an annual basis until the next stockholder vote on the frequency of future advisory votes on the compensation of the Company's named executive officers.

4. Ratification of the appointment of KPMG LLP as the Company's independent

registered public accounting firm for 2020. The appointment was ratified.




Votes For    Votes Against   Abstentions   Broker Non-Votes
22,425,980      40,441         68,108         2,670,970

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