UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

 

 

Date of Report (Date of earliest event reported): December 11, 2019                                                            

 

 

AMERICAN REALTY INVESTORS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Nevada

 

001-15663

 

75-2847135

(State or other

jurisdiction of incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

     
   

1603 LBJ Freeway, Suite 800

Dallas, Texas

75234
(Address of principal executive offices) (Zip Code)
       

 

Registrant’s telephone number, including area code 469-522-4200                                                                   

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

[  ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Title of Each Class

 

 

Trading Symbol

 

Name of Each Exchange

on which Registered

 

Common Stock, par value $0.01

 

ARL

 

New York Stock Exchange

 

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

[  ]

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Section 5 - Corporate Governance and Management

 

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

 

On December 11, 2019, 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, 2019, 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, 2019, a total of 15,997,076 shares of Common Stock were outstanding, with each share entitled to cast one vote.

 

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

 

No. of Votes

For

 

%

For

 

No. of Votes Withheld

 

No. of Votes Abstained

 

Broker Non-

Votes

 

Henry A. Butler

 

15,377,996

 

96.13%

 

30,221

 

-

 

884

 

Robert A. Jakuszewski

 

15,306,899

 

95.68%

 

101,318

 

-

 

884

 

Ted R. Munselle

 

15,356,477

 

95.99%

 

51,740

 

-

 

884

 

Raymond D. Roberts, Sr.

 

15,275,067

 

95.46%

 

133,150

 

-

 

884

 

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, 2019, and any interim period. A total of 15,399,173 votes were cast FOR, 5,641 votes were cast AGAINST, and 4,287 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 12, 2019. At such meeting, Henry A. Butler was reelected Chairman of the Board.

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SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

  Dated: December 13, 2019    
       
      AMERICAN REALTY INVESTORS, INC.
       
       
By: /s/ Daniel J. Moos
    Daniel J. Moos
    President and
    Chief Executive Officer