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Securities law

Highlands REIT, Inc. Fails to Hold Annual Shareholder Meeting Due to Lack of Quorum

Strategic Insights

— 2 min read

Highlands REIT, Inc., a Maryland-based real estate investment trust, has filed a report with the U.S. Securities and Exchange Commission (SEC) indicating that its annual shareholder meeting, scheduled for May 8, 2025, was not held due to a lack of quorum. Despite receiving proxies from shareholders, the meeting was unable to proceed because only a minority of outstanding shares were represented. As a result, the company's directors, Jeffrey L. Shekell and R. David Turner, will continue to serve until their successors are elected.

Key Takeaways:

  • Highlands REIT, Inc.'s annual shareholder meeting, scheduled for May 8, 2025, was not held due to a lack of quorum, with only 228,994,326 shares (31.5% of outstanding shares) represented in person or by proxy.
  • The company received proxies directing votes for its directors, Jeffrey L. Shekell and R. David Turner, with 92% and 91% of proxies voting in favor, respectively.
  • Proxies also directed votes for the approval, on a non-binding advisory basis, of the compensation of Highlands REIT's named executive officers, with 69,033,319 shares (or 54% of proxies) voting in favor.
  • Proxies also directed votes for the approval, on a non-binding, advisory basis, of the frequency of future advisory votes on the compensation of Highlands REIT's named executive officers, with 55,183,493 shares (or 40% of proxies) voting for a three-year frequency.
  • The company also received proxies directing votes for the ratification of the selection of Grant Thornton LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2025, with 218,344,768 shares (or 94% of proxies) voting in favor.
  • The current directors of Highlands REIT, Inc. will continue to serve until their successors are elected due to the lack of quorum.
  • The company does not expect to reschedule the annual meeting.

Statistics:

  • 724,321,419 shares of common stock were outstanding and entitled to vote as of the record date, March 7, 2025.
  • 228,994,326 shares (31.5% of outstanding shares) were represented in person or by proxy at the meeting.
  • Jeffrey L. Shekell received 84,008,581 (92%) "for" votes and 7,783,494 (8%) "withhold" votes.
  • R. David Turner received 83,897,543 (91%) "for" votes and 7,894,532 (9%) "withhold" votes.
  • 69,033,319 shares (or 54% of proxies) voted in favor of the approval, on a non-binding advisory basis, of the compensation of Highlands REIT's named executive officers.
  • 55,183,493 shares (or 40% of proxies) voted for a three-year frequency for future advisory votes on the compensation of Highlands REIT's named executive officers.
  • 218,344,768 shares (or 94% of proxies) voted in favor of the ratification of the selection of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025.

Sources:

  • UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT.
  • Highlands REIT, Inc. (Exact Name of Registrant as Specified in its Charter).

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