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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): March 28, 2022
Whitestone REIT
(Exact name of registrant as specified in charter)
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| Maryland | | 001-34855 | | 76-0594970 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 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)
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| 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) |
| ☒ | 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:
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| 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 7.01 Regulation FD Disclosure.
A copy of the press release issued by the Company on March 30, 2022 announcing the Bylaw Amendment and the Amendment of Corporate Governance Guidelines 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.
Amendment to Bylaws
On March 28, 2022, the Operating Committee of the Board of Trustees of Whitestone REIT (the “Company”) approved and adopted an amendment to the Amended and Restated Bylaws of the Company (the “Amendment”), subject shareholder ratification at our upcoming 2022 annual meeting of shareholders.
The Amendment to Article XIV provides that the Bylaws may be adopted, altered or repealed, and new Bylaws may be made, pursuant to a binding proposal that is (a) submitted to the shareholders for approval at a duly called annual meeting or special meeting of shareholders by (i) the Board of Trustees or (ii) a shareholder who provides to the Trust timely notice of such proposal that satisfies the notice procedures and all other relevant provisions of Section 12 of Article II of the Bylaws and who is, at the record date set by the Board of Trustees for the purpose of determining shareholders entitled to vote on such matter, at the time such notice is delivered to the Trust and as of such meeting, a shareholder that satisfies the ownership and other eligibility requirements of Rule 14a-8 under the Exchange Act and Section 12 of Article II of the Bylaws, and (b) approved by the shareholders by the affirmative vote of a majority of the votes entitled to be cast on the matter.
Amendment of Corporate Governance Guidelines
In addition to authorizing the above-described bylaw amendments, on March 28, 2022, the Board also amended our corporate governance guidelines to provide the Company’s Nominating and Corporate Governance Committee: (i) oversight and guidance of: the Company’s ESG Steering Committee regarding environmental (including climate change), social and related governance matters relevant to the Company; and (ii) to conduct reasonable prior review and oversight of all related-party transactions.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit Number | Description |
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.
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| | | Whitestone REIT |
| | | (Registrant) |
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| Date: | March 30, 2022 | | By: /s/ David K. Holeman |
| | | Name: David K. Holeman Title: Chief Executive Officer |
AMENDMENT NO. 2 TO
THE AMENDED AND RESTATED BYLAWS
OF
WHITESTONE REIT
Article XIV 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:
ARTICLE XIV.
AMENDMENT OF BYLAWS
The Board of Trustees shall have the power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws. In addition, these Bylaws may also be adopted, altered or repealed, and new Bylaws may be made, pursuant to a binding proposal that is (a) submitted to the shareholders for approval at a duly called annual meeting or special meeting of shareholders by (i) the Board of Trustees or (ii) a shareholder who provides to the Trust timely notice of such proposal that satisfies the notice procedures and all other relevant provisions of Section 12 of Article II and who is, at the record date set by the Board of Trustees for the purpose of determining shareholders entitled to vote on such matter, at the time such notice is delivered to the Trust and as of such meeting, a shareholder that satisfies the ownership and other eligibility requirements of Rule 14a-8 under the Exchange Act and Section 12 of Article II of these Bylaws, and (b) approved by the shareholders by the affirmative vote of a majority of the votes entitled to be cast on the matter.
The amendment provided for herein was duly adopted by the Board of Trustees of the Trust on March 28, 2022.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned officer of the Trust has executed this amendment to the Amended and Restated Bylaws of the Trust, effective this 28th day of March, 2022.
WHITESTONE REIT
By: _/s/ David K. Holeman_________
Name: David K. Holeman
Title: Chief Executive Officer
WHITESTONE REIT CONTINUES GOVERNANCE IMPROVEMENTS
•Shareholders provided ability to propose and vote on bylaw amendments
•Formal board oversight initiated for Whitestone's ESG Steering Committee
Houston, Texas, March 30, 2022 - Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today announced that on March 28, 2022, the Operating Committee of the Board of Trustees unanimously approved an amendment to Article XIV of the Company’s bylaws, which will give its shareholders the right to amend the company's bylaws (the “Bylaw Amendment”).
The Bylaw Amendment provides that the Bylaws may be amended pursuant to a binding proposal that is (a) submitted to the shareholders for approval at a duly called annual meeting or special meeting of shareholders by (i) the Board of Trustees or (ii) a shareholder who provides timely notice of such proposal that satisfies the notice procedures and all other relevant provisions of Section 12 of Article II of the Company’s Bylaws and who is, at the record date, a shareholder that satisfies the ownership and other eligibility requirements of Rule 14a-8 under the Exchange Act and Section 12 of Article II of the Company’s Bylaws, and (b) approved by the shareholders by the affirmative vote of a majority of the votes entitled to be cast on the matter.
The Bylaw Amendment is subject to shareholder ratification of an amendment to the Company's Declaration of Trust at its upcoming 2022 annual meeting of shareholders.
The Company also announced amendments to its Corporate Governance Guidelines to provide the Company’s Nominating and Corporate Governance Committee: (i) oversight and guidance of the Company’s ESG Steering Committee regarding environmental (including climate change), social and related governance matters relevant to the Company; and (ii) to conduct reasonable prior review and oversight of all related-party transactions.
“Whitestone is committed to the highest standards of corporate governance. The Operating Committee of the Board of Trustees regularly reviews and aligns with best practices as they relate to corporate governance. The Bylaw Amendment and Corporate Governance Guidelines amendments advance that objective,” said David Holeman, Chief Executive Officer of Whitestone.
About Whitestone REIT
Whitestone is a community-centered shopping center REIT that acquires, owns, manages, develops, and redevelops high-quality open-air neighborhood centers primarily in the largest, fastest-growing, high-household income markets in the Sunbelt. Whitestone creates communities that thrive through creating local connections between consumers in the surrounding communities and a well-crafted mix of national, regional and local tenants that provide daily necessities, needed services, entertainment and experiences. Whitestone is a monthly dividend-paying stock and has consistently paid dividends 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.
Investor and Media Relations:
David Mordy
Director, Investor Relations
Whitestone REIT
(713) 435-2219
ir@whitestonereit.com