NexPoint Residential Trust, Inc.

8-K · nxrt20260602_8k.htm iXBRL

0001620393

 2026-06-02
 2026-06-02

  

 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): June 2, 2026

  

 NEXPOINT RESIDENTIAL TRUST, INC.

 (Exact name of registrant as specified in its charter)

  

 Maryland

  

 001-36663

  

 47-1881359

 (State or other jurisdiction

 of incorporation)

  

 (Commission

 File Number)

  

 (IRS Employer

 Identification No.)

  

 300 Crescent Court, Suite 700

 Dallas , Texas 75201

 (Address of principal executive offices) (Zip Code)

  

 Registrant’s telephone number, including area code: ( 214 )  276-6300

  

  

 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 Stock , par value $0.01 per share

 NXRT

 New York Stock Exchange ; NYSE Texas, Inc.

  

 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.

  

 On June 2, 2026, the Company held its Annual Meeting. All matters submitted for approval by the Company’s stockholders, as described in the Proxy Statement, were approved. The number of shares of common stock entitled to vote at the Annual Meeting was 25,491,439, representing the number of shares outstanding as of March 31, 2026, the record date for the Annual Meeting.

  

 The results of each matter voted on were as follows:

  

 1.

 Election of directors . The following directors were elected for terms expiring at the 2027 annual meeting of stockholders:

  

  

 Votes For

 Votes Withheld

 Broker Non-Votes

 James Dondero

 19,646,012

 1,080,788

 2,668,032

 Brian Mitts

 20,260,066

 466,734

 2,668,032

 Edward Constantino

 19,719,480

 1,007,320

 2,668,032

 Scott Kavanaugh

 18,273,654

 2,453,146

 2,668,032

 Arthur Laffer

 19,675,387

 1,051,413

 2,668,032

 Carol Swain

 20,047,554

 679,246

 2,668,032

 Catherine Wood

 16,182,136

 4,544,664

 2,668,032

  

 2.

  Approval, on an advisory basis, of the compensation of the Company ’ s named executive officers . The compensation of the Company’s named executive officers was approved.

  

 Votes For

  
  

 Votes Against

  
  

 Abstentions

  
  

 Broker Non-Votes

  

 18,805,362

  
  

 904,023

  
  

 1,017,415

  
  

 2,668,032

  

  

 3.

  Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company ’ s named executive officers .   The frequency of every “one year” was approved.

  

 1 Year

  
  

 2 Years

  
  

 3 Years

  
  

 Abstentions

 Broker Non-Votes

  

 19,290,224

  
  

 5,917

  
  

 418,315

  
  

 1,012,344

 2,668,032

  

  

 Consistent with the stockholder vote, the Company’s board of directors determined that the Company will hold

 future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the

 next stockholder vote on the frequency of future advisory votes on the compensation of the Company’s named

 executive officers.

  

 4.

  Ratification of the appointment of KPMG LLP as the Company ’ s independent registered public accounting firm for 2026 . The appointment was ratified.

  

 Votes For

  
  

 Votes Against

  
  

 Abstentions

  
  

 Broker Non-Votes

  

 23,109,719

  
  

 262,595

  
  

 22,518

  
  

 0

  

  

  

  

  

 SIGNATURES

  

 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.

  

  

  

  

 NEXPOINT RESIDENTIAL TRUST, INC.

  
  

  
  
  

  

 By:

 /s/ Paul Richards

  
  

 Name: Paul Richards

 Title: Chief Financial Officer, Executive

 VP-Finance, Treasurer and Assistant Secretary

  

 Date: June 2, 2026