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

On December 13, 2021, Steadfast Apartment REIT, Inc. (the "Company") held a special meeting of its stockholders (the "Special Meeting"), at which its stockholders were asked to consider and vote on (i) a proposal to merge the Company with and into IRSTAR Sub, LLC ("Merger Sub"), a wholly owned subsidiary of Independence Realty Trust, Inc. ("IRT"), (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of July 26, 2021, by and among the Company, IRT, and their respective subsidiaries (the "Merger Proposal"), (ii) a proposal to approve by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the Merger (the "Compensation Proposal"), and (iii) a proposal to adjourn the Special Meeting to solicit additional proxies in favor of the Merger Proposal if there are not sufficient votes to approve the Merger Proposal, if necessary and as determined by the chair of the Special Meeting.

The Company previously filed with the U.S. Securities and Exchange Commission a definitive proxy statement/prospectus and related materials pertaining to the Merger and the Special Meeting, which describe in detail each of the proposals submitted to the Company's stockholders to be voted on at the Special Meeting. At the Special Meeting, there were present, in person or by proxy, stockholders holding an aggregate of approximately 61,168,605.40 shares of the Company's common stock, representing approximately 55.51% of the total number of 110,188,892.45 shares of the Company's common stock issued and outstanding as of September 27, 2021, the record date for the Special Meeting, and entitled to vote at the Special Meeting. The final results of the following matters voted on at the Special Meeting are set forth below.


                                                  For              Against           Abstain
 Approval of Merger Proposal                 58,008,191.59       1,045,617.50      2,114,796.31

Approval of the Compensation Proposal 51,335,390.81 5,143,516.54 4,689,698.05




Accordingly, the Company's stockholders approved the Merger Proposal. As
contemplated by the Merger Agreement:
•the Company shall merge with and into Merger Sub. Merger Sub will continue as
the surviving entity and as a wholly owned subsidiary of IRT, and the separate
existence of the Company will cease; and
•at the effective time of the Merger, each share of common stock of the Company,
par value $0.01 per share, will be converted automatically into the right to
receive 0.905 shares of common stock, par value $0.01 per share, of IRT with
cash paid in lieu of fractional shares.
In addition, as reflected above, the Company's stockholders approved the
Compensation Proposal. As contemplated by the Compensation Proposal, the
stockholders of the Company approved the following resolution:
"RESOLVED, that the compensation that may be paid or become payable to the named
executive officers of Steadfast Apartment REIT, Inc. in connection with the
Company Merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the
table in the section of the joint proxy statement/prospectus entitled "The
Mergers-Interests of STAR Directors and Executive Officers in the
Mergers-Quantification of Potential Payments and Benefits to STAR's Named
Executive Officers in Connection with the Company Merger" including the
footnotes to the table and the associated narrative discussion, and the
agreements and plans pursuant to which such compensation may be paid or become
payable, is hereby APPROVED."
Because the affirmative vote of the holders of a majority of the outstanding
shares of the Company's common stock with respect to the Merger Proposal was
achieved, the proposal to adjourn the Special Meeting to solicit additional
proxies in favor of such proposal was not necessary or appropriate and,
therefore, not called.

--------------------------------------------------------------------------------




Item 7.01  Regulation FD Disclosure.
Press Release
On December 13, 2021, the Company issued a press release announcing that the
Company's stockholders approved the Merger with IRT. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein solely for
purposes of this Item 7.01 disclosure.
Pursuant to the rules and regulations of the SEC, the information in this item
7.01 disclosure, including the Exhibit 99.1 and information set forth therein,
is deemed to have been furnished and shall not be deemed to be "filed" under the
Securities Exchange Act of 1934, as amended.

--------------------------------------------------------------------------------




Item 9.01  Financial Statements and Exhibits.
(d) Exhibits.

Exhibits       Description
99.1             Press Release dated December 13, 2021

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses