Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

  

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 20, 2024

 

CENTERSPACE

(Exact name of Registrant as specified in its charter)

North Dakota

001-35624

45-0311232

(State or Other Jurisdiction of Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

3100 10th Street SW, Post Office Box 1988, Minot, ND 58702-1988

(Address of principal executive offices) (Zip code)

[phone]

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed from 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

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Shares of Beneficial Interest, no par value			CSR			New York Stock Exchange
Series C Cumulative Redeemable Preferred Shares			CSR -PRC			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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

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Item 5.07. Submission or Matters to a Vote of Security Holders.

On May 20, 2024, Centerspace held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). As of March 25, 2024, the record date for holders of common shares of beneficial interest (“common shares”) entitled to vote at the Annual Meeting, there were 14,888,553 common shares outstanding and entitled to vote at the Annual Meeting. Of the common shares entitled to vote, 12,974,662, or approximately 87.14% of the common shares, were present or represented by proxy at the Annual Meeting, constituting a quorum under the Company’s Declaration of Trust. There were three matters presented and voted on at the Annual Meeting. Set forth below is a brief description of each matter voted on at the Annual Meeting and the final voting results with respect to each such matter.

Proposal 1 - Election of seven nominees to serve on the Board of Trustees for a one-year term and until their respective successors are duly elected and qualified.

Nominee			For			Against			Abstain			Broker Non-Votes
John A. Schissel			11,417,020			79,858			16,018			1,461,766
Jeffrey P. Caira			11,363,795			131,064			18,037			1,461,766
Emily Nagle Green			11,372,612			130,708			9,576			1,461,766
Ola Oyinsan Hixon			11,480,423			19,860			12,613			1,461,766
Rodney Jones-Tyson			11,349,503			152,304			11,089			1,461,766
Anne Olson			11,446,499			56,805			9,592			1,461,766
Mary J. Twinem			11,432,210			71,263			9,423			1,461,766

The shareholders elected all seven of the nominees as Trustees.

Proposal 2 - Non-binding advisory resolution on executive compensation.

			For			Against			Abstain			Broker Non-Votes
Votes Cast			11,065,485			425,530			21,881			1,461,766

The shareholders approved the non-binding advisory resolution on executive compensation.

Proposal 3 - Ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

			For			Against			Abstain			Broker Non-Votes
Votes Cast			12,882,391			71,259			21,012			0

The shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

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SIGNATURE

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.

			Centerspace
			By			/s/ Anne Olson
						Anne Olson
Date: May 22, 2024						President and Chief Executive Officer

Cover Page Cover Page	May 20, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	May 20, 2024
Entity Registrant Name	CENTERSPACE
Entity Incorporation, State or Country Code	ND
Entity File Number	001-35624
Entity Tax Identification Number	45-0311232
Entity Address, Address Line One	3100 10th Street SW
Entity Address, Address Line Two	Post Office Box 1988
Entity Address, City or Town	Minot
Entity Address, State or Province	ND
Entity Address, Postal Zip Code	58702
City Area Code	701
Local Phone Number	837-4738
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000798359
Amendment Flag	false
Common Shares
Entity Information [Line Items]
Title of 12(b) Security	Common Shares of Beneficial Interest, no par value
Trading Symbol	CSR
Security Exchange Name	NYSE
Series C Cumulative Redeemable Preferred Shares
Entity Information [Line Items]
Title of 12(b) Security	Series C Cumulative Redeemable Preferred Shares
Trading Symbol	CSR -PRC
Security Exchange Name	NYSE

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