Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective as of December 16, 2021,
the Board of Directors of American Realty Investors, Inc. (the “Company” or the “Issuer” or “ARL”)
appointed Bradley J. Muth, age 61, President and Chief Executive Officer of the Company. Mr. Muth most recently, from July 2019 to September
2021, was Senior Managing Director, Capital Markets and Development of ValueRock Realty Partners, an Irvine, California based national
real estate investment services firm, focusing on value-ad commercial real estate throughout California, Hawaii and Arizona. Prior thereto,
from December 2014 to June 2019, he was Senior Managing Director, Portfolio and Asset Management of Madison Marquette, a leading commercial
real estate investment manager, service provider, developer and operator of real property based in San Francisco, California and Washington,
DC. From 2012 to 2014, he was Chief Investment Officer of Buckingham Companies, a real estate investment firm engaged in the multifamily
sector. Mr. Muth, from 1994 to 2012, was Managing Principal or Senior Managing Partner of ING/Concert Realty Partners, a real estate investment
and operations firm. He has been engaged in the real estate industry for more than 30 years. He is also a certified public accountant
(1984).
Item 5.07 - Submission of Matters to the Vote of
Security Holders
On December 15, 2021, the Annual
Meeting of Stockholders of American Realty Investors, Inc. (“ARL” or the “Issuer” or the “Registrant”)
was held, following a solicitation of proxies, pursuant to a Notice of Annual Meeting and related Proxy Statement, dated November 8, 2021,
distributed in accordance with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended. On the record
date of November 5, 2021, a total of 16,152,043 shares of Common Stock were outstanding, with each share entitled to cast one vote.
At the meeting, proxies representing
at least 15,559,798 shares (96.33% of the outstanding) appeared and were cast, thereby establishing a quorum present in person or by proxy.
It was noted that, of the 16,152,043 outstanding shares of Common Stock, 6,668,030 shares are held in DTC/CEDE accounts.
At the Annual Meeting, which involved
the election of directors, the following named persons received the number of votes cast for, against or withheld, as well as the number
of abstention and broker non-votes:
|
Name
|
No. of Votes
For
|
Of Shares
Voted, % For
|
No. of Votes Withheld
|
No. of Votes Abstained
|
Broker Non-
Votes
|
|
Henry A. Butler
|
14,662,442
|
94.23%
|
86,363
|
-
|
810,993
|
|
William J. Hogan
|
14,626,273
|
94.00%
|
122,532
|
-
|
810,993
|
|
Robert A. Jakuszewski
|
14,608,429
|
93.89%
|
140,370
|
-
|
810,993
|
|
Ted R. Munselle
|
14,626,337
|
94.00%
|
122,468
|
-
|
810,993
|
|
Bradford A. Phillips
|
14,662,752
|
94.23%
|
86,053
|
-
|
810,993
|
|
Raymond D. Roberts, Sr.
|
14,558,815
|
93.57%
|
189,990
|
-
|
810,993
|
All of the nominees named above, each of which is
currently a director of the Registrant, were elected at such Annual Meeting.
The only other matter presented
at the Annual Meeting was the ratification of the appointment of Farmer, Fuqua & Huff, P.C. as the independent registered public accounting
firm for the Registrant for the fiscal year ending December 31, 2021, and any interim period. A total of 15,428,410 votes were cast FOR,
129,492 votes were cast AGAINST, and 1,896 votes ABSTAINED from voting with respect to such proposal. There were no broker non-votes.
The Annual Meeting of the Board
of Directors was held on the following day, December 16, 2021. At such meeting, Henry A. Butler was reelected Chairman of the Board.