Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective as of December 16, 2021, the Board of Directors of Transcontinental Realty Investors, Inc. (the "Company" or the "Issuer" or "TCI") appointed Bradley J. Muth, age 61, President and Chief Executive Officer of the Company. Mr. Muth most recently, from July 2019 to September 2021, was Senior Managing Director, Capital Markets and Development of ValueRock Realty Partners, an Irvine, California based national real estate investment services firm, focusing on value-ad commercial real estate throughout California, Hawaii and Arizona. Prior thereto, from December 2014 to June 2019, he was Senior Managing Director, Portfolio and Asset Management of Madison Marquette, a leading commercial real estate investment manager, service provider, developer and operator of real property based in San Francisco, California and Washington, DC. From 2012 to 2014, he was Chief Investment Officer of Buckingham Companies, a real estate investment firm engaged in the multifamily sector. Mr. Muth, from 1994 to 2012, was Managing Principal or Senior Managing Partner of ING/Concert Realty Partners, a real estate investment and operations firm. He has been engaged in the real estate industry for more than 30 years. He is also a certified public accountant (1984).

Item 5.07 - Submission of Matters to the Vote of Security Holders

On December 15, 2021, the Annual Meeting of Stockholders of Transcontinental Realty Investors, Inc. ("TCI" 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 5, 2021, distributed in accordance with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended. On the record date of November 4, 2021, a total of 8,639,316 shares of Common Stock were outstanding, with each share entitled to cast one vote.

At the meeting, proxies representing at least 8,205,191 shares (94.98% of the outstanding) appeared and were cast, thereby establishing a quorum present in person or by proxy. It was noted that, of the 8,639,316 outstanding shares of Common Stock, 3,104,833 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      No. of   Broker Non-
Name                        For      Voted, % For    Votes      Votes       Votes
                                                   Withheld   Abstained

Henry A. Butler 7,500,176 91.41% 388,033 - 316,982 William J. Hogan 7,496,291 91.14% 391,918 - 316,982 Robert A. Jakuszewski 7,468,790 91.03% 419,419 - 316,982 Ted R. Munselle 7,496,178 91.36% 392,031 - 316,982 Bradford A. Phillips 7,500,377 91.41% 387,832 - 316,982 Raymond D. Roberts, Sr. 7,491,805 91.31% 396,404 - 316,982






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All of the nominees named above, each of which is currently a director of the Registrant, were elected at such Annual Meeting.

The second 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, 2021, and any interim period. A total of 7,854,407 votes were cast FOR, 318,539 votes were cast AGAINST, and 32,245 votes ABSTAINED from voting with respect to such proposal.

The Annual Meeting of the Board of Directors was held on the following day, December 16, 2021. At such meeting, Henry A. Butler was reelected Chairman of the Board.



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