Current Report Filing (8-k)
2019年10月5日 - 4:15AM
Edgar (US Regulatory)
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): September 30, 2019
Bluerock Residential Growth REIT, Inc.
(Exact Name of Registrant as Specified in
Its Charter)
Maryland
|
001-36369
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26-3136483
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1345 Avenue of the Americas, 32nd Floor
New York, NY 10105
(Address of principal executive offices)
(212) 843-1601
(Registrant’s telephone number, including
area code)
None.
(Former name or former address, if changed
since last report)
Securities registered pursuant to Section
12(b) of the Exchange Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Class A Common Stock, $0.01 par value per share
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BRG
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NYSE American
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8.250% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share
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BRG-PrA
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NYSE American
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7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share
|
BRG-PrC
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NYSE American
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7.125% Series D Cumulative Preferred Stock, $0.01 par value per share
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BRG-PrD
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NYSE American
|
Securities registered pursuant to Section
12(g) of the Exchange Act:
Title of each class
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Series B Redeemable Preferred Stock, $0.01 par value per share
|
Warrants to Purchase Shares of Class A Common Stock, $0.01 par value per share
|
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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¨
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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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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.
Bluerock Residential
Growth REIT, Inc. (the “Company”) held its annual meeting of stockholders on September 30, 2019 (the “Annual
Meeting”). The following proposals were set forth in the Company’s definitive proxy statement as filed with the Securities
and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, on July 29, 2019 (the
“Proxy Statement”). For more information on these proposals, see the Proxy Statement, the relevant portions of which
are incorporated herein by reference.
Below are the final
voting results. As of the record date, July 9, 2019, there were 22,308,274 shares of the Company’s Class A common stock and
76,603 shares of the Company’s Class C common stock outstanding and entitled to vote at the Annual Meeting. The Class C common
stock is entitled to fifty votes for each share held; thus, for purposes of the Annual Meeting, a total of 26,138,424 shares of
our common stock were deemed outstanding and entitled to vote. Represented at the meeting in person or by proxy were 23,366,876
shares of the Company’s common stock, representing 89.39% of the total shares of the Company’s common stock entitled
to vote at the meeting.
(1) The stockholders
approved an amendment to the Company’s charter to allow for the proration of dividends on newly-issued shares of the Company’s
Series B Redeemable Preferred Stock, $0.01 par value per share (the “Series B Preferred Stock”) based on the actual
number of days in any calendar month during which such shares of Series B Preferred Stock are outstanding (the “Series B
Preferred Dividend Proration Amendment”):
For
|
|
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17,168,290
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Against
|
|
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168,604
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Abstain
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132,924
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Broker Non-Votes
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5,897,058
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The Series B Preferred
Dividend Proration Amendment will become effective upon execution by the Company and filing with the State Department of Assessments
and Taxation of Maryland, which filing the Company intends to make on or about October 28, 2019.
(2) The
stockholders approved an amendment to the Company’s charter to reduce the number of trading days to be utilized in calculating
the redemption price at which shares of Series B Preferred Stock are redeemed, and reduce the notice period for redemptions by
the Company (the “Series B Preferred Redemption Amendment”):
For
|
|
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17,161,193
|
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Against
|
|
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175,803
|
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Abstain
|
|
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132,822
|
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Broker Non-Votes
|
|
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5,897,058
|
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The Series B Preferred
Redemption Amendment will become effective upon execution by the Company and filing with the State Department of Assessments and
Taxation of Maryland, which filing the Company intends to make on or about October 28, 2019.
(3) The
following five persons were elected to serve as directors of the Company:
Nominee
|
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For
|
|
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Withheld
|
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Broker Non-Votes
|
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R. Ramin Kamfar
|
|
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17,090,472
|
|
|
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379,346
|
|
|
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5,897,058
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I. Bobby Majumder
|
|
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12,257,244
|
|
|
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5,212,574
|
|
|
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5,897,058
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Romano Tio
|
|
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12,804,911
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|
|
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4,664,907
|
|
|
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5,897,058
|
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Elizabeth Harrison
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|
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13,111,311
|
|
|
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4,358,507
|
|
|
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5,897,058
|
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Kamal Jafarnia
|
|
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17,298,813
|
|
|
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171,005
|
|
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5,897,058
|
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(4) The stockholders
ratified Grant Thornton LLP as the Company’s independent registered public accounting firm for 2019:
For
|
|
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23,226,209
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Against
|
|
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97,889
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Abstain
|
|
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42,778
|
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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.
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BLUEROCK RESIDENTIAL growth reit, INC.
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Dated: October 4, 2019
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By:
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/s/ Christopher J. Vohs
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Christopher J. Vohs
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Chief Financial Officer and Treasurer
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Bluerock Residential Growth (AMEX:BRG.PRD)
過去 株価チャート
から 5 2024 まで 6 2024
Bluerock Residential Growth (AMEX:BRG.PRD)
過去 株価チャート
から 6 2023 まで 6 2024