8-K 1 americanrealty8k.htm





Washington, D.C. 20549






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



Date of Report (Date of earliest event reported): December 16, 2020                                                            




(Exact Name of Registrant as Specified in its Charter)








(State or other

jurisdiction of incorporation)


File No.)

(I.R.S. Employer

Identification No.)


1603 LBJ Freeway, Suite 800

Dallas, Texas

(Address of principal executive offices) (Zip Code)


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


(Former name or former address, if changed since last report)


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




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.

[  ]


Section 5 - Corporate Governance and Management


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.







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 17, 2020    
By: /s/ Erik L. Johnson
    Erik L. Johnson
    Executive Vice President
    and Chief Executive Officer