UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
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(Exact Name of Registrant as Specified in its Charter)
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Registrant’s telephone number, including area code |
(Former name or former address, if changed since last report) |
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:
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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. ¨
Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(a) By letter dated July 5, 2024, Bradford A. Phillips resigned as a Member of the Board of Directors of American Realty Investors, Inc. (the “Company” or the “Issuer” or the “Registrant”). Mr. Phillips, age 59, had been a Director of the Company since March 11, 2021 when he was elected to fill a vacancy on the Board of Directors. Mr. Phillips was not a member of any committee of the Board of Directors. At the time of his resignation as a Director of the Company, Mr. Phillips stated he had no disagreement with the Company on any matter relating to the Registrant’s operations, practices, policies or procedures. A copy of Mr. Phillips letter of resignation is attached as an exhibit to this report on Form 8-K.
After giving effect to the resignation of Mr. Phillips, the Board of Directors of the Company continues to have a majority of independent directors who also constitute the Audit Committee, the Compensation Committee and the Governance and Nominating Committee of the Board of Directors.
Mr. Phillips also resigned on the same date as a Director of Transcontinental Realty Investors, Inc., a Nevada corporation (“TCI”), which has its Common Stock listed and traded on the New York Stock Exchange.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(b) Exhibits
The following exhibit is furnished with this Report:
Exhibit Designation | Description of Exhibit | |
99.6* | Resignation letter dated July 5, 2024 of Bradford A. Phillips |
*Furnished herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: July 8, 2024
AMERICAN REALTY INVESTORS, INC. | |||
By: | /s/ Erik L. Johnson | ||
Erik L. Johnson, President and Chief | |||
Executive Officer |
Exhibit 99.6
BRADFORD A. PHILLIPS
July 5, 2024
American Realty Investors, Inc.
1603 LBJ Freeway, Suite 800
Dallas, Texas 75234
Attn: Secretary
Re: | Resignation as a Member of the Board of Directors |
Gentlemen:
The undersigned hereby resigns as a member of the Board of Directors of American Realty Investors, Inc. (the “Issuer”) effective the date of this letter. The undersigned has no disagreement on any matter relating to the Issuer’s operations, procedures, policies or practices. If I can be of any assistance to the Issuer in the future, please do not hesitate to contact me at any time.
Very truly yours, | |
/s/ Bradford A. Phillips | |
Bradford A. Phillips |
Cover |
Jul. 05, 2024 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jul. 05, 2024 |
Entity File Number | 001-15663 |
Entity Registrant Name | AMERICAN REALTY INVESTORS, INC. |
Entity Central Index Key | 0001102238 |
Entity Tax Identification Number | 75-2847135 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 1603 LBJ Freeway |
Entity Address, Address Line Two | Suite 800 |
Entity Address, City or Town | Dallas |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 75234 |
City Area Code | 469 |
Local Phone Number | 522-4200 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $0.01 |
Trading Symbol | ARL |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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