NexPoint Diversified Real Estate Trust filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$NXDT
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
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(IRS Employer
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of incorporation)
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Identification No.)
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(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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($25.00 liquidation preference per share) |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 10, 2025, NexPoint Diversified Real Estate Trust (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the Amended and Restated NexPoint Diversified Real Estate Trust 2023 Long Term Incentive Plan (the “A&R 2023 LTIP”). The purpose of the A&R 2023 LTIP is to attract, retain, incentivize and reward eligible participants.
For additional information regarding the A&R 2023 LTIP, see “Proposal 4-Approval of the Amended and Restated NexPoint Diversified Real Estate Trust 2023 Long Term Incentive Plan” in the Company’s definitive proxy statement/prospectus filed with the Securities and Exchange Commission on April 25, 2025 (the “Proxy Statement/Prospectus”).
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the A&R 2023 LTIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 10, 2025, the Company held its Annual Meeting. The below matters were submitted for approval by the Company’s shareholders, as more fully described in the Proxy Statement/Prospectus. The number of the Company’s common shares (“Common Shares”) entitled to vote at the Annual Meeting was 44,517,013.24, and the number of the Company’s 5.50% Series A Cumulative Preferred Shares, par value $0.001 per share, liquidation preference $25.00 per share (“Series A Preferred Shares”), entitled to vote at the Annual Meeting was 3,359,593, representing the number of shares outstanding as of March 31, 2025, the record date for the Annual Meeting.
The results of each matter voted on were as follows:
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1.
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Election of trustees. The following trustees were elected for terms expiring at the 2026 annual meeting of shareholders:
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Votes For
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Votes Withheld
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Broker Non-Votes
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James Dondero
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17,097,043 | 12,936,437 | 10,300,293 | ||||||
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Brian Mitts
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27,493,839 | 2,539,641 | 10,300,293 | ||||||
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Edward Constantino
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27,395,343 | 2,638,137 | 10,300,293 | ||||||
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Scott Kavanaugh
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26,900,524 | 3,132,956 | 10,300,293 | ||||||
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Arthur Laffer
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27,606,984 | 2,426,496 | 10,300,293 | ||||||
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Carol Swain
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27,385,006 | 2,648,474 | 10,300,293 | ||||||
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Catherine Wood
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22,041,826 | 7,991,654 | 10,300,293 |
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2.
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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.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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26,611,518
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2,841,378
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580,583
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10,300,293
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3.
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Approval of the conversion of the Company from a Delaware statutory trust to a Maryland corporation named NexPoint Diversified Real Estate Trust, Inc., and the approval of the adoption of a plan of conversion, articles of incorporation and bylaws of the Company associated with such conversion. The conversion and adoption of a plan of conversion, articles of incorporation and bylaws associated with such conversion was approved.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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27,463,257
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2,236,137
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334,085
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10,300,293
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4.
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Approval of the Amended and Restated NexPoint Diversified Real Estate Trust 2023 Long Term Incentive Plan. The A&R 2023 LTIP was approved.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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26,818,759
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2,827,503
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387,217
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10,300,293
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5.
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Approval of the issuance of common shares to the Company’s adviser as payment of fees under the advisory agreement which may exceed five percent of the common equity or the voting power of the Company prior to such issuance. The issuance of common shares to the adviser as payment of fees under the advisory agreement which may exceed five percent of the common equity or the voting power of the Company prior to such issuance was approved.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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26,894,117
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2,806,512
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332,850
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10,300,293
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6.
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Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2025. The appointment was ratified.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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38,192,686
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1,689,456
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451,631
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0
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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| 10.1 | Amended and Restated NexPoint Diversified Real Estate Trust 2023 Long Term Incentive Plan |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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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.
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NexPoint Diversified Real Estate Trust
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By:
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/s/ Paul Richards
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Name:
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Paul Richards
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Title:
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Chief Financial Officer, Executive VP-Finance, Treasurer and Assistant Secretary
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Date: June 10, 2025
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