Item 5.07 - Submission of Matters to the Vote of Security Holders
On December 7, 2022, 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 3, 2022, distributed in accordance with
the requirements of Regulation 14A under the Securities Exchange Act of 1934, as
amended. On the record date of November 1, 2022, a total of 8,639,316 shares of
Common Stock were outstanding, with each share entitled to cast one vote.
At the meeting, proxies representing at least 8,210,438 shares (95.04% of the
outstanding) appeared and were cast, thereby establishing a quorum present in
person or by proxy. It was noted that, of the 8,639,316 outstanding shares of
Common Stock, approximately 37% of the shares are held in DTC/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:
No. of Votes Of Shares No. of No. of Broker Non-
Name For Voted, % For Votes Votes Votes
Withheld Abstained
Henry A. Butler 7,586,657 92.40% 300,011 - 323,770
William J. Hogan 7,536,350 91.79% 350,318 - 323,770
Robert A. Jakuszewski 7,481,287 91.12% 405,401 - 323,770
Ted R. Munselle
7536,272 91.79% 350,396 - 323,770
Bradford A. Phillips 7,536,693 92.40% 300,011 - 323,770
Raymond D. Roberts, Sr. 7,525,693 91.66% 360,975 - 323,770
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, 2022,
and any interim period. A total of 7,960,865 votes were cast FOR, 209,535 votes
were cast AGAINST, and 40,038 votes ABSTAINED from voting with respect to such
proposal.
The Annual Meeting of the Board of Directors was held on the following day,
December 8, 2022. At such meeting, Henry A. Butler was reelected Chairman of the
Board.
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