SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
As of December 31, 2014, our executive officers, directors and greater than 10% stockholders were not subject to the beneficial ownership reporting requirements pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires each director, officer and therefore no reports were filed by suchindividual beneficially owning more than 10% of our common stock to file with the SEC, within specified time frames, initial statements of beneficial ownership of our common stock (Form 3) and statements of changes in beneficial ownership of our common stock (Forms 4 and 5). These specified time frames require the reporting of changes in ownership within two business days of the transaction giving rise to the reporting obligation. Reporting persons in 2014 pursuantare required to furnish us with copies of all Section 16(a) forms filed with the SEC. Based solely on a review of the Exchange Act.copies of such forms furnished to us during and with respect to the fiscal year ended December 31, 2015, or written representations that no additional forms were required, we believe that all required Section 16(a) filings were timely and correctly made by reporting persons during 2015.
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS
The following describes all transactions from August 22, 2013 (our inception)since January 1, 2014 involving us, our Board of Directors, our advisor, our sponsor and any affiliate thereof and currently proposed transactions. Our independent directors are specifically charged with and have examined the fairness of such transactions to our stockholders, and have determined that all such transactions are fair and reasonable to us.
Ownership Interests
On September 3, 2013, our sponsor, Steadfast REIT Investments, LLC, purchased 13,500 shares of our common stock for an aggregate purchase price of $202,500 and was admitted as our initial stockholder. Our sponsor is majority owned and controlled indirectly by Rodney F. Emery, our Chairman and Chief Executive Officer, through Steadfast REIT Holdings, LLC.
On September 3, 2013, our advisor purchased 1,000 shares of our convertible stock for an aggregate purchase price of $1,000. As of December 31, 20142015 and 2013,2014, our advisor owned 100% of our outstanding convertible stock. We are the general partner of our operating partnership, Steadfast Apartment REIT Operating Partnership, L.P. Steadfast Apartment REIT Limited Partner, LLC, our wholly-owned subsidiary, has made a $1,000 capital contribution to our operating partnership as the initial limited partner.
Our convertible stock will convert into shares of our common stock if and when: (A) we have made total distributions on the then outstanding shares of our common stock equal to the original issue price of those shares plus an aggregate 6.0% cumulative, non-compounded, annual return on the original issue price of those shares, (B) we list our common stock for trading on a national securities exchange or (C) our advisory agreement is terminated or not renewed (other than for “cause” as defined in our advisory agreement). In the event of a termination or non-renewal of our advisory agreement for cause, all of the shares of the convertible stock will be redeemed by us for $1.00. In general, each share of our convertible stock will convert into a number of shares of common stock equal to 1/1000 of the quotient of: (A) 15% of the excess of (1) our “enterprise value” (as defined in our charter) plus the aggregate value of distributions paid to date on the then outstanding shares of our common stock over (2) the aggregate purchase price paid by stockholders for those outstanding shares of common stock plus an aggregated 6.0% cumulative, non-compounded, annual return on the original issue price of those outstanding shares, divided by (B) our enterprise value divided by the number of outstanding shares of common stock on an as-converted basis, in each case calculated as of the date of the conversion. Shares of our convertible stock are not paid dividends and as of the date hereof all shares of convertible stock remained outstanding.
Our Relationships with our Advisor and our Sponsor
Steadfast Apartment Advisor, LLC is our advisor and, as such, supervises and manages our day-to-day operations and selects our real property investments and real estate-related assets, subject to oversight by our Board of Directors. Our advisor also provides marketing, sales and client services on our behalf. Our advisor is owned by our sponsor. Mr. Emery, our Chairman of the Board and Chief Executive Officer, indirectly controls our sponsor, our advisor and our dealer manager, Steadfast Capital Markets Group, LLC. Ms. Ana Marie del Rio, our Secretary, owns an indirect interest in our sponsor, advisor and dealer manager through a 7% interest in an entity that controls our sponsor. Crossroads Capital Multifamily, LLC, or Crossroads Capital Multifamily, currently owns a 25% membership interest in our sponsor that will increase upon a net increase in our book capitalization.sponsor. Pursuant to the Third Amended and Restated Operating Agreement of our sponsor, effective as of January 1, 2014, as amended, distributions are paid to each member of our sponsor in an amount equal to such member’s accrued and unpaid 10% preferred return. Thereafter, all distributions to Crossroads Capital Multifamily are subordinated to distributions to the other member of our sponsor, Steadfast REIT Holdings, LLC, or Steadfast Holdings, until Steadfast Holdings has
received an amount equal to certain expenses, including certain organization and offering costs, incurred by Steadfast Holdings and its affiliates on our behalf.
All of our other officers and directors, other than our independent directors, are officers of our advisor and officers, limited partners and/or members of our sponsor and other affiliates of our advisor.
We and our operating partnership have entered into the advisory agreement with our advisor and our operating partnership which has a one-year term expiring December 13, 2015,2016, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. We may terminate the advisory agreement without cause or penalty upon 60 days written notice and immediately upon fraud, criminal conduct, willful misconduct, gross negligence or material breach of the advisory agreement by our advisor or our advisor’s bankruptcy. If we terminate the advisory agreement, we will pay our advisor all unpaid advances for operating expenses and all earned but unpaid fees.
Services provided by our advisor under the terms of the advisory agreement include the following:
finding, presenting and recommending investment opportunities to us consistent with our investment policies and objectives;
making investment decisions for us, subject to the limitations in our charter and the direction and oversight of our Board of Directors;
structuring the terms and conditions of our investments, sales and joint ventures;
acquiring investments on our behalf in compliance with our investment objectives and policies;
sourcing and structuring our loan originations;
arranging for financing and refinancing of investments;
entering into service agreements for our loans;
supervising and evaluating each loan servicer’s and property manager’s performance;
reviewing and analyzing the operating and capital budgets of the properties underlying our investments and the properties we may acquire;
entering into leases and service contracts for our properties;
assisting us in obtaining insurance;
generating our annual budget;
reviewing and analyzing financial information for each of our assets and our overall investment portfolio;
formulating and overseeing the implementation of strategies for the administration, promotion, management, financing and refinancing, marketing, servicing and disposition of our investments;
performing investor relations services;
preparing all marketing materials to be used in our public offering;
coordinating bona fide due diligence in connection with our public offering;
maintaining our accounting and other records and assisting us in filing all reports required to be filed with the SEC, the Internal Revenue Service and other regulatory agencies;
engaging and supervising the performance of our agents, including our registrar and transfer agent;
performing services for us in connection with a listing of our shares on a securities exchange or a sale or merger of our company; and
performing any other services reasonably requested by us.
The above summary is provided to illustrate the material functions that our advisor performs for us as an advisor and is not intended to include all of the services that may be provided to us by our advisor, its affiliates or third parties. TheOur advisor has also entered into an Advisory Services Agreement with Crossroads Capital Advisors, LLC or (“Crossroads Capital Advisors,Advisors”), a subsidiary of Crossroads Capital Multifamily, whereby Crossroads Capital Advisors provides advisory services to us on behalf of our advisor.
Fees and Expense Reimbursements Paid to our Advisor
Pursuant to the terms of our advisory agreement, we pay our advisor the fees described below.
We pay our advisor an acquisition fee of 1.0% of the cost of investment, which includes the amount actually paid or budgeted to fund the acquisition, origination, development, construction or improvement (i.e., value-enhancement) of any real property or real estate-related asset acquired. For the period from August 22, 2013 (inception)January 1, 2014 to December 31, 2014,2015, we paid $2,372,731$12,511,411 in acquisition fees to our advisor. For the three months ended March 31, 2015,2016, we paid $2,004,894$844,359 in acquisition fees to our advisor.
We pay our advisor a loan coordination fee equal to 1.0% of the initial amount of the new debt financed or outstanding debt assumed in connection with the acquisition, development, construction, improvement or origination of a property or a real estate-related asset. In addition, in connection with any financing or the refinancing of any debt (in each case, other than identified at the time of the acquisition of a property or a real estate-related asset), we will pay our advisor or its affiliate a loan coordination fee equal to 0.75% of the amount of debt financed or refinanced. For the period from August 22, 2013 (inception)January 1, 2014 to December 31, 2014,2015, we paid $1,969,306$8,562,950 in loan coordination fees to our advisor. ForNo loan coordination fees were paid to our advisor during the three months ended March 31, 2015, we paid $1,036,805 in loan coordination fees to our advisor.2016.
We paid our advisor a monthly investment management fee in an amount equal to one-twelfth of 0.5% of the cost of our investments in properties and real estate-related assets until the aggregate cost of our investments in properties and real estate-related assets equaled $300,000,000, which occurred in December 2014. Thereafter, we pay our advisor a monthly investment management fee equal to one-twelfth of 1.0% of the cost of our investments in properties and real estate-related assets. For the period from August 22, 2013 (inception)January 1, 2014 to December 31, 2014,2015, we paid $324,882$6,490,371 of investment management fees to our advisor. For the three months ended March 31, 2015,2016, we paid $915,469$4,419,429 of investment management fees to our advisor.
We will pay our advisor a disposition fee up to one-half of the brokerage commissions paid but in no event to exceed 1.0% of the sales price of each property or real estate-related asset sold if our advisor or its affiliates provides a substantial amount of services, as determined by our independent directors, in connection with the sale of a real property or real estate-related asset. With respect to a property held in a joint venture, the foregoing commission will be reduced to a percentage of such amounts reflecting our economic interest in the joint venture. For the period from August 22, 2013 (inception)January 1, 2014 to December 31, 2014,2015, we did not incur or pay our
advisor any disposition fees. For the three months ended March 31, 2015,2016, we did not incur or pay our advisor any disposition fees.
In addition to the fees we pay to our advisor pursuant to the advisory agreement, we also reimburse our advisor and its affiliates for the costs and expenses described below.
We reimburse our advisor and its affiliates for organization and offering expenses, for actual legal, accounting, tax, printing, mailing and filing fees, charges of our transfer agent, expenses of organizing the company, data processing fees, advertising and sales literature costs, information technology costs, bona fide out of-of-pocketout-of-pocket due diligence costs, and other costs in connection with preparing supplemental sales materials and providing other administrative services in connection with our public offering. Any such reimbursement will not exceed actual expenses incurred by our advisor. After the termination of the initial public offering, our advisor has agreed to reimburse us to the extent selling commissions, dealer manager fees and organization and offering expenses borne by us exceed 15% of the gross proceeds raised in our completed public offering. For the period from August 22, 2013 (inception)January 1, 2014 to December 31, 2014,2015, we paid our advisor $5,710,739$11,876,282 for the reimbursement of organization and offering expenses. Additionally, we paid selling commissions of $8,815,057$34,350,065 and dealer manager fees of $3,974,570 paid$15,509,196 to our dealer manager. As of December 31, 2014, our advisor and its affiliates have incurred additional organization and offering costs of $3,552,892, none of which are recorded in our financial statements as of December 31, 2014 because such costs only become a liability of ours when shares are sold and selling commissions, the dealer manager fee and other organization and offering costs do not exceed 15% of gross offering proceeds. For the three months ended March 31, 2015,2016, we paid our advisor $607,480$2,737,880 for the reimbursement of organization and offering expenses, and we paid selling commissions of $6,729,532$11,048,545 and dealer manager fees of $3,043,244$5,642,377 to our dealer manager.
Through the termination of our public offering on March 24, 2016, underwriting compensation paid by us did not exceed 10% of the gross offering proceeds raised in the public offering.Subject to the 2%/25% Guidelines discussed below, we reimburse our advisor for the cost of administrative services, including personnel costs and our allocable share of other overhead of the advisor such as rent, employee costs, utilities and IT costs; provided, however, that no reimbursement shall be made for costs of such personnel to the extent that personnel are used in transactions for which our advisor receives an acquisition fee, investment management fee, loan coordination fee or disposition fee or for the employee costs our advisor pays to our executive officers. For the period from August 22, 2013 (inception)January 1, 2014 to December 31, 2014,2015, we paid our advisor $313,434$1,855,791 for administrative services. For the three months ended March 31, 2015,2016, we paid $287,145$282,009 for administrative services to our advisor.
We reimburse our advisor for acquisition expenses incurred related to the selection, evaluation, acquisition and development of real property investments and real estate-related investments as long as total acquisition fees and expenses (including any loan coordination fees) relatedrelating to the purchase of an investment do not exceed 4.5% of the contract price of the property unless such excess is approved by our Board of Directors. For the period from August 22, 2013 (inception)January 1, 2014 to December 31, 2014,2015, we reimbursed our advisor $1,045,794$4,742,587 for acquisition expenses. For the three months ended March 31, 2015,2016, we reimbursed our advisor $689,422$301,066 for acquisition expenses.
2%/25% Guidelines
As described above, our advisor and its affiliates are entitled to reimbursement of actual expenses incurred for administrative and other services provided to us for which they do not otherwise receive a fee. However, we will not reimburse our advisor or its affiliates at the end of any fiscal quarter for “total operating expenses” that for the four consecutive fiscal quarters then ended, or the expense year, exceeded the greater of (1) 2% of our average invested assets or (2) 25% of our net income, which we refer to as the “2%/25% Guidelines,” and our advisor must reimburse us quarterly for any amounts by which our total operating expenses exceed the 2%/25% Guidelines in the expense year, unless our independent directors have determined that such excess expenses were justified based on unusual and non-recurring factors.
For purposes of the 2%/25% Guidelines, “total operating expenses” means all costs and expenses paid or incurred by us, as determined under U.S. generally accepted accounting principles, that are in any way related to our operation or to corporate business, including advisory fees, but excluding (1) the expenses of raising capital such as organization and offering expenses, legal, audit, accounting, underwriting, brokerage, listing, registration, and other fees, printing and other such expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and the listing of our shares of common stock, (2) interest payments, (3) taxes, (4) non-cash expenditures such as depreciation, amortization and bad debt reserves, (5) incentive fees, (6) acquisition fees and acquisition expenses, (7) real estate commissions on the sale of a real property and (8) other fees and expenses connected with the acquisition, disposition, management and ownership of real estate interests, mortgage loans or other property (including the costs of foreclosure, insurance premiums, legal services, maintenance, repair, and improvement of property).
Selling Commissions and Fees Paid to our Dealer Manager
The dealer manager for our public offering of common stock, is Steadfast Capital Markets Group, LLC, orwhich terminated on March 24, 2016, was Steadfast Capital Markets Group, an affiliate of our sponsor. Our dealer manager is a licensed broker-dealer registered with FINRA. As the dealer manager for our offering, Steadfast Capital Markets Group iswas entitled to certain selling commissions, dealer manager fees and reimbursements relating to raising capital. Our dealer manager agreement with Steadfast Capital Markets Group providesprovided for the following compensation:
We paypaid our dealer manager selling commissions of up to 7% of the gross offering proceeds from the sale of our shares, all of which maycould be reallowed to participating broker-dealers. Pursuant to our dealer manager agreement with the dealer manager, we allowed a participating broker-dealer to elect to receive the 7% selling commission at the time of sale or elect to have the selling commission paid on a trailing basis. A participating broker-dealer electing to receive a trailing selling commission is paid as follows: 2% at the time of sale and the remaining 5% paid ratably (1% per year) on each of the first five anniversaries of the sale. For the period from August 22, 2013 (inception)January 1, 2014 to December 31, 2014,2015, we paid $8,815,057$34,350,065 in selling commissions to our dealer manager. For the three months ended March 31, 2015,2016, we paid $6,729,532$11,048,545 in selling commissions to our dealer manager.
We paypaid our dealer manager a dealer manager fee of 3% of the gross offering proceeds from the sale of our shares (a portion of which maycould be reallowed to participating broker-dealers). For the period from August 22, 2013 (inception)January 1, 2014 to December 31, 2014,2015, we paid $3,974,570$15,509,196 in dealer manager fees to our dealer manager. For the three months ended March 31, 2015,2016, we paid $3,043,244$5,642,377 in dealer manager fees to our dealer manager.
Property Management Fees and ExpensesReimbursements Paid to our Property Manager
We have entered into property management agreements with Steadfast Management Company, Inc., or theour property manager, an affiliate of our sponsor, with respect to the management of our multifamily properties. Pursuant to the management agreements, we pay theour property manager a monthly management fee equal to a range from 2.5%2.75% to 3.0% of each property’s gross revenues (as defined in the respective management agreements) for each month. Each management agreement has an initial one year term and will continue thereafter on a month-to-month basis unless either party gives prior 60 daydays notice of its desire to terminate the management agreement, provided that we may terminate the management agreement upon an uncured breach of the agreement upon 30 days prior written notice to the property manager. For the period from August 22, 2013 (inception)January 1, 2014 to December 31, 2014,2015, we paid property management fees of $140,670$1,905,581 to our property manager. For the three months ended March 31, 2015,2016, we paid property management fees of $204,002$904,311 to our property manager.
The property management agreements specify that we are to reimburse the property manager for the salaries and related benefits of on-site personnel. For the period from August 22, 2013 (inception)January 1, 2014 to December 31, 2014,2015, we reimbursed on-site personnel costs of $572,794$6,860,058 to our property manager. For the three months ended March 31, 2015,2016, we reimbursed on-site personnel costs of $627,584$2,756,484 to our property manager.
The property management agreements also specify certain other fees payable to the property manager for benefit administration, information technology infrastructure, licenses, and support, and training services. For the period from August 22, 2013 (inception)January 1, 2014 to December 31, 2014,2015, we paid other fees of $68,980$628,767 to our property manager. For the three months ended March 31, 2015,2016, we paid other fees of $61,910$267,242 to our property manager.
Payments to our Construction Management FeeManager
We have entered into Construction Management Agreementsconstruction management agreements with Pacific Coast Land & Construction, Inc., our construction manager, an affiliate of our sponsor, or our construction manager, in connection with capital improvements and renovation or value-enhancement projects for certain properties we acquire. The construction management fee payable with respect to each property construction management agreement has ranged from 8.0% to 12.0% of the costs of the improvements for which the construction manager has planning and oversight authority. For all properties acquired after October 15, 2014, the construction management fees will be inare an amount equal to 8.0% of the total cost of the project. Generally, each construction management agreement can be terminated by either party with 30 days prior written notice to the other party. For the period from August 22, 2013 (inception)January 1, 2014 to December 31, 2014,2015, we paid construction management fees of $44,006$1,135,376 to our construction manager. For the three months ended March 31, 2015,2016, we paid construction management fees of $81,105$515,650 to our construction manager.
The construction management agreements also specify that we are to reimburse the construction manager for the salaries and related benefits of its employees for time spent working on capital improvements and renovations. For the period from January 1, 2014 to December 31, 2015, we reimbursed labor costs of $28,714 to our construction manager. For the three months ended March 31, 2016, we reimbursed labor costs of of $969,489 to our construction manager.
Currently Proposed Transactions
Other than as described above, there are no currently proposed material transactions with related persons other than those covered by the terms of the agreements described above.
Policies and Procedures for Transactions with Related Persons
In order to reduce or eliminate certain potential conflicts of interest, our charter and our advisory agreement contain restrictions and conflict resolution procedures relating to transactions we enter into with our advisor, our directors or their respective affiliates. Each of the restrictions and procedures that apply to transactions with our advisor and its affiliates will also apply to any transaction with any entity or real estate program controlled by our advisor and its affiliates. As a general rule, any related party transaction must be approved by a majority of the directors (including a majority of independent directors) not otherwise interested in the transaction. In determining whether to approve or authorize a particular related party transaction, these persons will consider whether the transaction between us and the related party is fair and reasonable to us and has terms and conditions no less favorable to us than those available from unaffiliated third parties.
We have also adopted a Code of Ethics that applies to each of our officers and directors, which we refer to as “covered persons.” The Code of Ethics sets forth certain conflicts of interest policies that limit and govern certain
matters among us, the covered persons, our advisor and their respective affiliates. Our Code of Ethics is available on our website at www.steadfastreits.com. For more information on our Code of Ethics, see “Code of Business Conduct and Ethics.”
ANNUAL REPORT
Our Annual Report on Form 10-K for the fiscal year ended December 31, 20142015 was mailed to stockholders on or about April 30, 2015.18, 2016. Our Annual Report on Form 10-K is incorporated in this proxy statement and is deemed a part of the proxy soliciting material.
ANY STOCKHOLDER WHO DID NOT RECEIVE A COPY OF OUR MOST RECENT ANNUAL REPORT ON FORM 10-K OR WOULD LIKE ADDITIONAL COPIES, INCLUDING THE FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES, AS FILED WITH THE SEC, SHALL BE FURNISHED A COPY WITHOUT CHARGE UPON WRITTEN REQUEST TO: STEADFAST APARTMENT REIT, INC., 18100 VON KARMAN AVENUE, SUITE 500, IRVINE, CALIFORNIA 92612, ATTENTION: SECRETARY.
CODE OF BUSINESS CONDUCT AND ETHICS
We have adopted a Code of Business Conduct and Ethics (the “Code of Ethics”), which contains general guidelines for conducting our business and is designed to help directors, employees and independent consultants resolve ethical issues in an increasingly complex business environment. The Code of Ethics applies to all of our officers, including our principal executive officer, principal financial officer, principal accounting officer, controller and persons performing similar functions and all members of our Board of Directors. The Code of Ethics covers topics including, but not limited to, conflicts of interest, record keeping and reporting, payments to foreign and U.S. government personnel and compliance with laws, rules and regulations. Our Code of Ethics is available on our website at www.steadfastreits.com. We will also provide to any person without charge a copy of our Code of Ethics, including any amendments or waivers, upon written request delivered to our principal executive office at Steadfast Apartment REIT, Inc., 18100 Von Karman Avenue, Suite 500, Irvine, California 92612, Attention: Secretary.
PROPOSALS FOR 20162017 ANNUAL MEETING OF STOCKHOLDERS
Under SEC regulations, any stockholder desiring to make a proposal to be acted upon at the 20162017 Annual Meeting of Stockholders must cause such proposal to be received at our principal executive offices located at 18100 Von Karman Avenue, Suite 500, Irvine, California 92612, Attention: Secretary, no later than February 16, 201615, 2017 in order for the proposal to be considered for inclusion in our proxy statement for that meeting; provided, however, that in the event that the date of the 20162017 Annual Meeting of Stockholders is advanced or delayed by more than thirty days from the first anniversary of the date of the 20152016 Annual Meeting, the deadline for the delivery of such stockholder proposal will be a reasonable time prior to the date we begin to print and send our proxy materials. Stockholders also must follow the procedures prescribed in Rule 14a-8 promulgated under the Exchange Act.
Pursuant to Article II, Section 11(a)(2) of our bylaws, if a stockholder wishes to present a proposal at the 20162017 Annual Meeting of Stockholders, whether or not the proposal is intended to be included in the proxy statement for that meeting, the stockholder must give advance written notice thereof to our Secretary at our principal executive offices, no earlier than January 17, 201616, 2017 and no later than 5:00 p.m., PacificEastern Time, on February 16, 2016;15, 2017; provided, however, that in the event that the date of the 20162017 Annual Meeting of Stockholders is advanced or delayed by more than thirty days from the first anniversary of the date of the 20152016 Annual Meeting of Stockholders, written notice of a stockholder proposal must be delivered not earlier than the 150th day prior to the date of the 20162017 Annual Meeting of Stockholders and not later than 5:00 p.m., PacificEastern Time, on the later of the 120th day prior to the date of the 20162017 Annual Meeting of Stockholders or the tenth day following the day on which public announcement of the date of the 20162017 Annual Meeting of Stockholders is first made. Any stockholder proposals not received by us by the applicable date in the previous sentence will be considered untimely. Rule 14a-4(c) promulgated under the Exchange Act permits our management to exercise discretionary voting authority under proxies it solicits with respect to such untimely proposals. We presently anticipate holding the 20162017 Annual Meeting of Stockholders in August 2016.2017.
OTHER MATTERS
Mailing of Materials; Other Business
We are mailing a proxy card together with this proxy statement to all stockholders of record on or about June 15, 2015.2016. The only business to come before the 20152016 Annual Meeting of which management is aware is set forth in this proxy statement. If any other business does properly come before the 20152016 Annual Meeting or any postponement or adjournment thereof, the proxy holders will vote in regard thereto according to their discretion insofar as such proxies are not limited to the contrary.
It is important that proxies be returned promptly. Therefore, stockholders are urged to date, sign and return the accompanying proxy card in the accompanying return envelope or by fax to (781) 633-4036. Investors may also vote by telephone by calling (800) 830-3542 or by internet by following the instructions provided on the accompanying proxy card.
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STEADFAST APARTMENT REIT, INC. BOSTON FINANCIAL DATA SERVICES PO BOX 55909 BOSTON, MA 02205-5909 | Your Proxy Vote is Important!
Vote by Internet Please go to the electronic voting site at www.2voteproxy.com/steadfast. Follow the on-line instructions. If you vote by internet, you do not have to return your proxy card.
Vote by Telephone Please call us toll free at 1-800-830-3542, and follow the instructions provided. If you vote by telephone, you do not have to return your proxy card. Vote by Fax Complete, sign and date your proxy card and fax it to 781-633-4036.
Vote by Mail Complete, sign and date your proxy card and return it promptly. Please ensure the address below shows through the window of the enclosed postage paid return envelope. |
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| PROXY TABULATOR |
| PO BOX 55909 |
| BOSTON, MA 02205-5908 |
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STEADFAST APARTMENT REIT, INC.
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 12, 201510, 2016
Solicited by the Board of Directors
Please Vote by August 11, 20159, 2016
The undersigned stockholder of Steadfast Apartment REIT, Inc., a Maryland corporation, hereby appoints Rodney F. Emery and Ana Marie del Rio, and each of them as proxies, for the undersigned with full power of substitution in each of them, to attend the 20152016 Annual Meeting of Stockholders of Steadfast Apartment REIT, Inc. to be held on August 12, 201510, 2016 at 8:0030 a.m. local time, at 18100 Von Karman Avenue, Suite 500, Irvine, California 92612, and any and all adjournments and postponements thereof, to cast, on behalf of the undersigned, all votes that the undersigned is entitled to cast, and otherwise to represent the undersigned, at such meeting and all adjournments and postponements thereof, with all power possessed by the undersigned as if personally present and to vote in their discretion on such other matters as may properly come before the meeting. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and of the accompanying proxy statement, which is hereby incorporated by reference, and revokes any proxy heretofore given with respect to such meeting.
This proxy is solicited on behalf of the Steadfast Apartment REIT, Inc. Board of Directors. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the 20152016 Annual Meeting, including matters incident to its conduct.
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When shares are held by joint tenants or tenants in common, the signature of one shall bind all unless the Secretary of the company is given written notice to the contrary and furnished with a copy of the instrument or order which so provides. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by an authorized officer. If a partnership, please sign in partnership name by an authorized person. | | |
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EVERY STOCKHOLDER’S VOTE IS IMPORTANT
This communication presents only an overview of the more complete proxy materials that are available to you in this packet and on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.
The Proxy Statement and Annual Report are available at: www.2voteproxy.com/steadfast
PLEASE AUTHORIZE YOUR PROXY TODAY!
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” FIVE NOMINEES TO THE BOARD OF DIRECTORS NAMED BELOW AND “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 20152016 . IF NO SPECIFICATIONS ARE MADE, SUCH PROXY WILL BE VOTED “FOR” BOTH PROPOSALS.
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| Express Vote Option: To vote ALL accounts as the Board of Directors recommends for the proposals, mark the box at the left. No other vote is necessary. |
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1. | For the election of Rodney F. Emery, Ella S. Neyland, Kerry D. Vandell, G. Brian Christie and Thomas H. Purcell to serve as Directors until the Annual Meeting of Stockholders of Steadfast Apartment REIT, Inc. to be held in the year 20162017 and until their successors are elected and qualified.qualify. | FOR ALL
¨ | WITHHOLD ALL
¨ | FOR ALL EXCEPT*
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| 01. Rodney F. Emery | 02. Ella S. Neyland | 03. Kerry D. Vandell | *To withhold authority to vote for any Individual nominee(s), write the number(s) of the nominee(s) in the box below: |
| 04. G. Brian Christie | 05. Thomas H. Purcell | |
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2. | Ratification of the appointment of Ernst & Young LLP to act as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.2016. | FOR ¨ | AGAINST ¨ | ABSTAIN ¨ |
YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE, AND RETURN YOUR PROXY CARD TODAY.