Item 5.07 - Submission of Matters to the Vote of Security Holders
On December 7, 2022, the Annual Meeting of Stockholders of American Realty
Investors, Inc. ("ARL" or the "Issuer" or the "Registrant") was held, following
a solicitation of proxies, pursuant to a Notice of Annual Meeting and related
Proxy Statement, dated November 4, 2022, distributed in accordance with the
requirements of Regulation 14A under the Securities Exchange Act of 1934, as
amended. On the record date of November 3, 2022, a total of 16,152,043 shares of
Common Stock were outstanding, with each share entitled to cast one vote.
At the meeting, proxies representing at least 15,722,014 shares (95.48% of the
outstanding) appeared and were cast, thereby establishing a quorum present in
person or by proxy. It was noted that, of the 16,152,043 outstanding shares of
Common Stock, approximately 34% of the shares are held in DTC/CEDE accounts.
At the Annual Meeting, which involved the election of directors, the following
named persons received the number of votes cast for, against or withheld, as
well as the number of abstention and broker non-votes:
No. of Votes Of Shares No. of Votes No. of Broker Non-
Name For Voted, % For Withheld Votes Votes
Abstained
Henry A. Butler 963,613 97.03% 100,110 - 358,290
William J. Hogan 877,617 96.47% 186,107 - 358,290
Robert A. Jakuszewski 798,933 95.69% 264,791 - 358,290
Ted R. Munselle
877,286 96.47% 186,438 - 358,290
Bradford A. Phillips 964,527 97.03% 99,197 - 358,290
Raymond D. Roberts, Sr. 821,866 96.11% 241,858 - 358,290
All of the nominees named above, each of which is currently a director of the
Registrant, were elected at such Annual Meeting.
The only other matter presented at the Annual Meeting was the ratification of
the appointment of Farmer, Fuqua & Huff, P.C. as the independent registered
public accounting firm for the Registrant for the fiscal year ending December
31, 2022, and any interim period. A total of 15,281,940 votes were cast FOR,
101,042 votes were cast AGAINST, and 39,032 votes ABSTAINED from voting with
respect to such proposal. There were no broker non-votes.
The Annual Meeting of the Board of Directors was held on the following day,
December 8, 2022. At such meeting, Henry A. Butler was reelected Chairman of the
Board.
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