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NREF NexPoint Real Estate Finance

Filed: 13 May 21, 4:45pm

 


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 11, 2021

 

NEXPOINT REAL ESTATE FINANCE, INC.

(Exact Name Of Registrant As Specified In Charter)

 

     

Maryland

 

001-39210

 

84-2178264

(State or Other Jurisdiction

of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

2515 McKinney Avenue, Suite 1100

Dallas, Texas 75201

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (833) 463-6697

 


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 Stock, par value $0.01 per share

 

NREF

 

New York Stock Exchange

8.50% Series A Cumulative Redeemable

Preferred Stock, par value $0.01 per share

 

NREF-PRA

 

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.

 

On May 11, 2021, NexPoint Real Estate Finance, Inc. (the “Company”) held its Annual Meeting of Stockholders. All matters submitted for approval by the Company’s stockholders, as described in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 13, 2021, as supplemented by additional definitive proxy soliciting materials filed with the SEC on April 22, 2021 and May 4, 2021, were approved. The number of shares of common stock entitled to vote at the Company’s 2021 Annual Meeting of Stockholders was 5,022,578, representing the number of shares outstanding as of April 5, 2021, the record date for the annual meeting.

 

The results of each matter voted on were as follows:

 

 

1.

Election of directors. The following directors were elected for terms expiring at the 2022 annual meeting of stockholders:

 

 

Votes For

Votes Withheld

Broker Non-Votes

James Dondero

2,617,394

126,659

2,009,292

Brian Mitts

2,727,008

17,045

2,009,292

Edward Constantino

2,357,927

386,126

2,009,292

Scott Kavanaugh

2,618,785

125,268

2,009,292

Arthur Laffer

2,359,249

384,804

2,009,292

Catherine Wood

2,732,890

11,163

2,009,292

 

 

2.

Approval of the potential issuance of shares of the Companys common stock to related party affiliates in connection with the redemption of units of the Companys operating partnership. The potential issuance was approved.

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

2,443,292

277,444

23,317

2,009,292

 

 

3.

Ratification of the appointment of KPMG LLP as the Companys independent registered public accounting firm for 2021. The appointment was ratified.

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

4,713,893

28,152

11,300

0

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    
 

NEXPOINT REAL ESTATE FINANCE, INC.

   
   
 

By:

 

/s/ Brian Mitts

   

Name: Brian Mitts

Title: Chief Financial Officer, Executive

VP-Finance, Secretary and Treasurer

 

Date: May 13, 2021