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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 of 1934
 
Date of Report (Date of earliest event reported): May 15, 2025
 
Whitestone REIT
(Exact name of registrant as specified in charter)
 
Maryland
  
001-34855
  
76-0594970
(State or other jurisdiction
of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
 
 
 
2600 South Gessner, Suite 500,
  
77063
  
 
Houston, Texas
      
 
(Address of principal executive offices)
  
(Zip Code)
  
 
 
Registrant's telephone number, including area code: (713) 827-9595
 
Not Applicable
(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(s)
Name of each exchange on which registered
Common Shares of Beneficial Interest, par value $0.001 per share
WSR
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. ☐
 
 
 
 
Item 5.07. Submission of Matters to a Vote of Security Holders.
 
Whitestone REIT (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) on May 15, 2025. At the Annual Meeting, the Company’s shareholders voted on each of the proposals presented, which are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 4, 2025 (the “Proxy Statement’). Holders of 43,037,803 common shares of beneficial interest, par value $0.001 per share, of the Company were present in person (virtually) or represented by proxy at the Annual Meeting.
 
Proposal 1: Election of Trustees
 
Each of Julia B. Buthman, Amy S. Feng, Kristian M. Gathright, David K. Holeman, Jeffrey A. Jones, and Donald A. Miller was elected to serve on the Board of Trustees (the “Board”) until the 2026 annual meeting of shareholders and until his or her successor is duly elected and qualified, based on the following votes:
 
Nominee
Votes For
Votes Against
Abstentions
Broker Non-Votes
Julia B. Buthman
30,165,383
1,913,145
48,852
10,910,423
Amy S. Feng
30,085,371
1,992,964
49,045
10,910,423
Kristian M. Gathright
30,246,188
1,832,119
49,073
10,910,423
David K. Holeman
30,292,767
1,786,642
47,971
10,910,423
Jefferey A. Jones
30,263,691
1,814,654
49,035
10,910,423
Donald A. Miller
30,255,267
1,822,955
49,158
10,910,423
 
 
Proposal 2: Approval of First Amendment to the 2018 Long-Term Equity Incentive Plan
 
The adoption of the Amendment to the Whitestone REIT 2018 Long-Term Equity Incentive Ownership Plan was ratified. The results were as follows:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
23,505,565
8,480,619
141,196
10,910,423
 
 
Proposal 3: Advisory Vote on Executive Compensation
 
An advisory resolution to approve executive compensation, as described in the Proxy Statement, was approved, based on the following votes:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
29,333,426
2,622,879
171,075
10,910,423
 
 
Proposal 4: Ratification of the Appointment of the Independent Registered Public Accounting Firm
 
The proposal to ratify the appointment of Pannell Kerr Forster of Texas, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved, based on the following votes:
 
Votes For
Votes Against
Abstentions
40,616,230
2,297,809
123,764
 
 
Item 9.01 Financial Statements and Exhibits.
 
 
(d) Exhibit
 
Exhibit Number
Description
 
10.1
First Amendment to the Whitestone REIT 2018 Long-Term Equity Incentive Ownership Plan (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 4, 2025)
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
   
Whitestone REIT
   
(Registrant)
     
Date:
May 16, 2025
By: /s/ John S. Hogan
   
Name: John S. Hogan
Title: Chief Financial Officer