Item 1.01 Entry into a Material Definitive Agreement.
Convertible Notes
On
The foregoing description is not complete and is subject to and qualified in its entirety by reference to the full text of the form of SFR OP Convertible Notes, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
The results of each matter voted on were as follows:
1. Election of trustees. The following trustees were elected for terms expiring
at the 2024 annual meeting of shareholders: Votes For Votes Withheld Broker Non-Votes James Dondero 18,122,963 3,877,218 11,485,917 Brian Mitts 17,960,049 4,040,132 11,485,917 Edward Constantino 14,089,773 7,910,408 11,485,917 Scott Kavanaugh 13,098,413 8,901,768 11,485,917 Arthur Laffer 18,385,494 3,614,687 11,485,917 Carol Swain 18,602,667 3,397,514 11,485,917 Catherine Wood 13,268,393 8,731,788 11,485,917
2. Approval of the potential issuance of up to 6,000,000 of the Company's common
shares to the Adviser, which may exceed five percent of the common equity or the voting power of the Company prior to such issuance. The issuance of up to 6,000,000 of the Company's shares to the Adviser pursuant to the Advisory Agreement was not approved. Votes For Votes Against Abstentions Broker Non-Votes 9,976,459 11,345,282 678,439 11,485,917
3. 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 17,277,776 3,769,671 952,734 11,485,917
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4. 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 20,502,802 152,361 373,508 971,510
Consistent with the shareholder vote, the Company's board of trustees 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 shareholder vote on the frequency of future advisory votes on the compensation of the Company's named executive officers.
5. Ratification of the appointment of
registered public accounting firm for 2023. The appointment was ratified.
Votes For Votes Against Abstentions Broker Non-Votes 31,986,622 416,545 1,082,931 0
Item 9.01 Financial Statements and Exhibits
Exhibit
Number Exhibit Description
Form of 7.50% Convertible Notes ofNexPoint SFR Operating Partnership , 10.1 L.P., dueJune 30, 2027 (incorporated by reference to Exhibit 10.4 toVineBrook Homes Trust, Inc.'s Current Report on Form 8-K, filed with theSecurities and Exchange Commission onJune 14, 2022 ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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