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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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).
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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 Transcontinental 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 American Realty Investors, Inc., a Nevada corporation (“ARL”), 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:
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Exhibit Designation |
Description of Exhibit | |
| 99.6* | Resignation letter dated July 5, 2024 of Bradford A. Phillips. |
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* 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
| TRANSCONTINENTAL REALTY INVESTORS, INC. | ||
| By: | /s/ Erik L. Johnson | |
| Erik L. Johnson, President and Chief | ||
| Executive Officer | ||