Whitestone REIT (Form: 8-K, Received: 01/19/2022 06:05:03)

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): January 18, 2022

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
Preferred Stock Purchase Rights	N/A	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. o

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

(b) Departure of Chairman & Chief Executive Officer

On January 18, 2022 (the “Termination Date”), the Board of Trustees (the “Board”) of Whitestone REIT (the “Company”) terminated, with cause, James Mastandrea from his position as Chief Executive Officer of the Company. Mr. Mastandrea continues to serve as a Trustee of the Company.

In connection with his termination with cause, and consistent with the terms of his existing employment agreement, as amended, Mr. Mastandrea will receive all accrued and unpaid annual base compensation and other benefits (e.g., accrued vacation) with respect to periods ending on or before the Termination Date. The foregoing payments and benefits are subject to Mr. Mastandrea’s continued compliance with certain restrictive covenants. Mr. Mastandrea’s employment agreement is filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”), and the amendment to the employment agreement is filed as Exhibit 10.19 to the Company’s 2021 Form 10-K.

On January 18, 2022, the Board appointed David K. Holeman, the current Chief Financial Officer of the Company, as the Company’s Chief Executive Officer.

Mr. Holeman served as Chief Financial Officer of the Company from 2006 to 2022. Mr. Holeman was the Chief Financial Officer of the Company’s former management company. Prior to joining the Company, Mr. Holeman served as Vice President and Chief Financial Officer of Gexa Energy, a NASDAQ-listed retail electricity provider from 2004 to 2006, and, before then, as Controller and Chief Financial Officer of Houston Cellular Telephone Company from 1994 to 2003.

The terms of Mr. Holeman’s compensation as Chief Executive Officer have not yet been determined. In accordance with Instruction 2 of Item 5.02 of Form 8-K, the Company will amend this Current Report on Form 8-K within four business days after such information is determined or becomes available.

There are no family relationships between Mr. Holeman and any Company trustee or executive officer, and no arrangements or understandings between Mr. Holeman and any other person pursuant to which he was selected as an officer. Mr. Holeman is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.

The foregoing summary of the Holeman Employment Agreement is not complete and is qualified in its entirety by the Holeman Employment Agreement and its subsequent amendment, which are filed with this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

Appointment of Chief Financial Officer

On January 18, 2022, the Board appointed Scott Hogan, the current Vice President, Controller of the Company, as the Company’s Chief Financial Officer. Mr. Hogan joined the Company in 2008, having previously served as Controller at Gexa Energy and as the SEC Reporting Manager at Stewart & Stevenson.

The terms of Mr. Hogan’s compensation as Chief Financial Officer have not yet been determined. In accordance with Instruction 2 of Item 5.02 of Form 8-K, the Company will amend this Current Report on Form 8-K within four business days after such information is determined or becomes available.

There are no family relationships between Mr. Hogan and any Company trustee or executive officer, and no arrangements or understandings between Mr. Hogan and any other person pursuant to which he was selected as an officer. Mr. Hogan is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment to Bylaws

On January 18, 2022, the Board approved and adopted an amendment to the Amended and Restated Bylaws of the Company (the “Amendment”), which became effective immediately upon adoption. The Amendment provides that the Chairman of the Board as designated by the Board will remain if and until a majority of the Board designates another Chairman of the Board (rather than by a unanimous voting standard).

The foregoing description of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Amendment, which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Appointment of Chairman of the Board

On January 18, 2022, David Taylor, the current Lead Independent Trustee of the Company, replaced Mr. Mastandrea as the Company’s Chairman of the Board following Mr. Mastandrea’s termination for cause.

Item 7.01 Regulation FD Disclosure.

A copy of the press release issued by the Company on January 18, 2022 announcing the Company’s leadership transition is attached as Exhibit 99.1 to this Current Report on Form 8-K.

This information set forth under Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

Appointment of Chairman of the Board

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number			Description


3.1			Amendment No. 1 to Amended and Restated Bylaws of Whitestone REIT


99.1			Press Release, dated January 18, 2022

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:	January 19, 2022	By: /s/ David K. Holeman
		Name: David K. Holeman Title: Chief Executive Officer

AMENDMENT TO THE

AMENDED AND RESTATED BYLAWS OF

WHITESTONE REIT

Section 7 of Article V of the Amended and Restated Bylaws of Whitestone REIT (the “Trust”) is hereby amended and restated in its entirety, effectively immediately to read as follows:

Section 7. Chairman Of The Board. The Chairman of the Board of Trustees shall be designated by a majority of the members of the Board of Trustees then in office. The Chairman of the Board of Trustees shall preside over the meetings of the Board of Trustees and of the shareholders at which he or she shall be present. The Chairman of the Board of Trustees shall perform such other duties as may be assigned to him or her by the Board of Trustees.

The amendment provided for herein was duly adopted by the Board of Trustees of the Trust on January 18, 2022.

IN WITNESS WHEREOF, the undersigned officer of the Trust has executed this amendment to the Amended and Restated Bylaws of the Trust, effective this 18th day of January, 2022.




			By:			/s/ David K. Holeman
						David K. Holeman Chief Executive Officer

Whitestone REIT Names Dave Holeman Chief Executive Officer

Scott Hogan Appointed Chief Financial Officer

HOUSTON, Jan. 18, 2022 – Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today announced that its Board of Trustees (the “Board”) has appointed Dave Holeman as Chief Executive Officer of the Company, effective immediately. Mr. Holeman’s appointment follows the Board’s decision to terminate James Mastandrea’s employment as the Company’s Chief Executive Officer for cause, effective immediately. Mr. Mastandrea was also removed as Chairman of the Board following his termination for cause, and David Taylor, an independent Trustee, was appointed Chairman of the Board.

The Board’s decision was made following an independent internal investigation, which found Mr. Mastandrea’s conduct to be in violation of his employment agreement and inconsistent with Company standards and the responsibilities of the CEO. Mr. Mastandrea’s termination is not related to Whitestone’s operating performance, financial condition, or financial reporting.

“The Board’s decision to terminate Mr. Mastandrea’s employment is consistent with the highest standards of corporate governance,” said David Taylor, Chairman. “Whitestone’s financial and operational results underscore the strength and momentum of the business, and the termination of Mr. Mastandrea should not and will not detract from the excellent work of our employees or the superior returns we are committed to delivering for investors.”

Mr. Taylor continued, “Whitestone is a strong, resilient company, with outstanding assets in attractive growth markets, loyal tenants, and talented and committed employees. These factors, together with Dave’s intimate knowledge of the business and the deep bench of talent we have cultivated at Whitestone, reinforce our expectations that this leadership transition will be smooth and seamless.”

“I am looking forward to continuing to build on our progress, executing our growth strategy and driving value creation for our shareholders and other stakeholders,” said Mr. Holeman. “Today, we have premier assets in the nation’s highest growth markets, and a team with the unmatched local expertise and resources to deliver for our tenants and shareholders. Our people and data-driven approach have always kept us ahead of the curve, ensuring we grow throughout economic cycles, and I look forward to continuing to extend that legacy as Whitestone enters its next chapter of growth and success.”

In connection with today’s leadership appointments, Scott Hogan, who previously served as Vice President, Controller of Whitestone, has been appointed Chief Financial Officer. Mr. Hogan joined the Company in 2008, having previously served as Controller at Gexa Energy and as the SEC Reporting Manager at Stewart & Stevenson.

The Company plans to report its fourth quarter and full year 2021 financial results in early March.

Whitestone REIT

Whitestone is a community-centered shopping center REIT that acquires, owns, manages, develops, and redevelops high-quality neighborhood centers primarily in the largest, fastest-growing and most affluent markets in the Sunbelt. It creates Communities that thrive through creating local connections between consumers in the surrounding communities and a well-crafted mix of local, regional and national tenants that provide daily necessities, needed services, entertainment, and experiences.

Whitestone REIT (NYSE: WSR) pays monthly dividends to its shareholders and it has consistently done so for more than 15 years. Whitestone’s strong balanced and managed capital structure provides stability and flexibility for growth and positions Whitestone to perform well through economic cycles. For additional information, please visit www.whitestonereit.com.

Safe Harbor Statement

This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends for all such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the

Exchange Act, as applicable. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" or similar expressions or their negatives, as well as statements in future tense. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, such forward-looking statements are not predictions of future events or guarantees of future performance and our actual results could differ materially from those set forth in the forward-looking statements. For a description of certain of such factors, see the section entitled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, and the Company's other filings with the Securities and Exchange Commission. Any forward-looking information presented herein is made only as of the date of this press release, and the Company does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

Investor and Media Contact:

Rebecca Elliott

Vice President, Corporate Communications

Whitestone REIT

(713) 435-2219

ir@whitestonereit.com