Form 8-K - Current report

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, 2024

Whitestone REIT

(Exact name of registrant as specified in charter)

Maryland		001-34855		76-0594970
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

	2600 South Gessner, Suite 500,		77063
	Houston, Texas
	(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (713) 827-9595

Not Applicable

(Former name or former address, if changed since 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:

☐	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 Shares of Beneficial Interest, par value $0.001 per share	WSR	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.

Whitestone REIT (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) on May 14, 2024. At the Annual Meeting, the Company’s shareholders voted on each of the proposals presented, which are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 4, 2024 (the “Proxy Statement’). Holders of 37,829,345 common shares of beneficial interest, par value $0.001 per share, of the Company were present in person (virtually) or represented by proxy at the Annual Meeting.

Proposal 1: Election of Trustees

Each of Nandita V. Berry, Julia B. Buthman, Amy S. Feng, David K. Holeman, Jeffrey A. Jones, and David F. Taylor was elected to serve on the Board of Trustees (the “Board”) until the 2025 annual meeting of shareholders and until his or her successor is duly elected and qualified, based on the following votes:

The Company's Nominees

Nominee	Votes For	Votes Withheld
Nandita V. Berry	24,995,714	12,640,340
Julia B. Buthman	33,464,012	4,211,633
Amy S. Feng	33,427,070	4,249,579
David K. Holeman	33,438,588	4,235,965
Jefferey A. Jones	33,409,147	4,266,499
David F. Taylor	23,839,566	13,800,750

Erez's Nominees

Nominee	Votes For	Votes Withheld
Catherine Clark	6,787,444	30,808,744
Bruce Schanzer	19,277,558	18,336,565

Proposal 2: Advisory Vote on Executive Compensation

An advisory resolution to approve executive compensation, as described in the Proxy Statement, was approved, based on the following votes:

Votes For	Votes Against	Abstentions	Broker Non-Votes
32,952,273	4,267,872	531,068	78,133

Proposal 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm

The proposal to ratify the appointment of Pannell Kerr Forster of Texas, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was approved, based on the following votes:

Votes For	Votes Against	Abstentions
35,256,901	2,219,560	352,885

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

Exhibit

Number

Description

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

		Whitestone REIT
		(Registrant)

Date:	May 17, 2024	By: /s/ John S. Hogan
		Name: John S. Hogan Title: Chief Financial Officer

Document And Entity Information	May 14, 2024
Document Information [Line Items]
Entity, Registrant Name	Whitestone REIT
Document, Type	8-K
Document, Period End Date	May 14, 2024
Entity, Incorporation, State or Country Code	MD
Entity, File Number	001-34855
Entity, Tax Identification Number	76-0594970
Entity, Address, Address Line One	2600 South Gessner, Suite 500,
Entity, Address, Postal Zip Code	77063
Entity, Address, City or Town	Houston
Entity, Address, State or Province	TX
City Area Code	713
Local Phone Number	827-9595
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares of Beneficial Interest
Trading Symbol	WSR
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001175535