NexPoint Residential Trust, Inc.
8-K on 07/28/2020   Download
SEC Document
SEC Filing
false 0001620393 0001620393 2020-07-27 2020-07-27












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 27, 2020




(Exact Name Of Registrant As Specified In Charter)




Maryland   001-36663   47-1881359

(State or Other Jurisdiction

of Incorporation)



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: (972) 628-4100



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 Exchange Act:


Title of each class





Name of each exchange

on which registered

Common Stock, par value $0.01 per share   NXRT   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.  ☐




Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 27, 2020, Catherine Wood was appointed to the Board of Directors (the “Board”) of NexPoint Residential Trust, Inc. (the “Company”) with a term set to expire at the 2021 annual meeting of stockholders. At the time of this disclosure, Ms. Wood has not been named to serve on any committees of the Board.

In connection with being appointed to the Board, Ms. Wood entered into the Company’s standard indemnification agreement for directors.

Ms. Wood will receive compensation in accordance with the Company’s existing compensation policy for non-employee directors, which is described under “The Board, Its Committees and Its Compensation – Director Compensation” in the Company’s proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2020. There are no arrangements or understandings between Ms. Wood and any other person pursuant to which she was selected to serve on the Board. There are also no transactions or relationships between Ms. Wood and the Company that would require disclosure under Item 404(a) of Regulation S-K.


Item 8.01.

Other Events.

As previously disclosed by the Company in its Current Report on Form 8-K filed with the SEC on May 15, 2020, Scott Kavanaugh received a greater number of votes “withheld” than votes “for” his election as a director at the 2020 annual meeting of stockholders. The Company further reported that, in accordance with the Company’s majority voting policy, Mr. Kavanaugh tendered his resignation from the Board, with the effectiveness of such resignation conditioned upon the Board’s acceptance thereof.

In accordance with the Company’s majority voting policy, the Nominating and Corporate Governance Committee (the “NCG Committee”) considered Mr. Kavanaugh’s tendered resignation and recommended that the Board reject his tendered resignation. On July 27, 2020, on the recommendation of the NCG Committee, the Board determined that it was in the best interest of the Company and its stockholders to reject Mr. Kavanaugh’s tendered resignation. Mr. Kavanaugh did not participate in the NCG Committee’s recommendation, or the Board’s decision, regarding his tendered resignation or future Board and committee service.

In reaching this decision, the NCG Committee and the Board considered a number of factors, including, but not limited to: (1) Mr. Kavanaugh’s expertise in investment management; (2) his experience as both an executive officer and a director of multiple companies; (3) his tenure on the Board and the perspective on the Company that this experience provides; (4) his role as Lead Independent Director; (5) proxy advisory firm voting recommendations against Mr. Kavanaugh’s election due to Board diversity; and (6) the subsequent appointment of Ms. Wood to the Board.

As a result, Mr. Kavanaugh will continue to serve as a member of the Board, the NCG Committee, the Audit Committee and the Compensation Committee until the 2021 annual meeting of stockholders or until his successor is duly elected and qualified.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.




Exhibit Description

10.1    Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10 filed with the SEC on January 9, 2015)
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.



/s/ Brian Mitts

Name:   Brian Mitts
Title:   Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer

Date: July 28, 2020