D/B/A Centerspace filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$CSR
Real Estate Investment Trusts
Real Estate
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 14, 2025
(Exact name of Registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip code)
(701 ) 837-4738
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed from 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:
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 or Matters to a Vote of Security Holders.
On May 14, 2025, Centerspace held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). As of March 20, 2025, the record date for holders of common shares of beneficial interest (“common shares”) entitled to vote at the Annual Meeting, there were 16,726,594 common shares outstanding and entitled to vote at the Annual Meeting. Of the common shares entitled to vote, 14,681,024, or approximately 87.77% of the common shares, were present or represented by proxy at the Annual Meeting, constituting a quorum under the Company’s Declaration of Trust. There were four matters presented and voted on at the Annual Meeting. Set forth below is a brief description of each matter voted on at the Annual Meeting and the final voting results with respect to each such matter.
Proposal 1 - Election of seven nominees to serve on the Board of Trustees for a one-year term and until their respective successors are duly elected and qualified.
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
| John A. Schissel | 13,314,652 | 78,252 | 7,390 | 1,280,730 | ||||||||||
| Emily Nagle Green | 13,314,840 | 75,119 | 10,335 | 1,280,730 | ||||||||||
| Ola Oyinsan Hixon | 13,350,441 | 42,521 | 7,332 | 1,280,730 | ||||||||||
| Rodney Jones-Tyson | 13,258,161 | 134,718 | 7,415 | 1,280,730 | ||||||||||
| Anne Olson | 13,356,452 | 36,472 | 7,370 | 1,280,730 | ||||||||||
| Jay L. Rosenberg | 12,523,141 | 870,217 | 6,936 | 1,280,730 | ||||||||||
| Mary J. Twinem | 13,353,081 | 40,273 | 6,940 | 1,280,730 | ||||||||||
The shareholders elected all seven of the nominees as Trustees.
Proposal 2 - Non-binding advisory resolution on executive compensation.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| Votes Cast | 12,850,306 | 527,344 | 22,644 | 1,280,730 | ||||||||||
The shareholders approved the non-binding advisory resolution on executive compensation.
Proposal 3 - Approval of Centerspace 2025 Incentive Plan.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| Votes Cast | 12,839,677 | 541,006 | 19,611 | 1,280,730 | ||||||||||
The shareholders approved the Centerspace 2025 Incentive Plan.
Proposal 4 - Ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| Votes Cast | 14,517,488 | 132,546 | 30,990 | 0 | ||||||||||
The shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
SIGNATURE
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.
| Centerspace | ||||||||
| By | /s/ Anne Olson | |||||||
| Anne Olson | ||||||||
| Date: May 15, 2025 | President and Chief Executive Officer | |||||||