Form 8-K - Current report

 

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): November 4, 2024

 

Whitestone REIT

(Exact name of registrant as specified in charter)

Maryland		001-34855		76-0594970
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

	2600 South Gessner, Suite 500,		77063
	Houston, Texas
	(Address of principal executive offices)		(Zip Code)

 

 

Registrant's telephone number, including area code: [phone]

Not Applicable

(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:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of Beneficial Interest, par value $0.001 per share	WSR	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. ☐

 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

 

On November 4, 2024, the Board of Trustees of Whitestone REIT (the “Company”) announced the appointments of Kristian (“Krissy”) M. Gathright and Donald (“Don”) A. Miller, CFA, to the Board of Trustees, effective immediately. These appointments reflect shareholder feedback received over the last several months and conclude an exhaustive search by Whitestone’s Nominating and Governance Committee in combination with pre-eminent executive search firm Spencer Stuart.

 

Ms. Gathright currently serves as a Board member of Apple Hospitality REIT (NYSE: APLE) that owns one of the largest and most diverse portfolios of upscale, rooms-focused hotels in the United States. During a span of over 20 years, she served in various roles at the company, including operations, strategic decision-making, raising capital and investor relations. In addition to her extensive operational and strategic contributions at Apple REIT, Ms. Gathright was instrumental in the company’s 2015 listing on the NYSE and its ownership transition from retail to institutional shareholders. She was serving as Apple REIT’s Executive Vice President and Chief Operating Officer prior to her retirement in 2020. Ms. Gathright has also served on the Board of Trustees for Spirit Realty (NYSE: SRC), a net lease REIT. Prior to its acquisition in January 2024, Spirit Realty had an approximate $9.3 billion enterprise value, with over 29 million square feet of retail assets. Ms. Gathright’s real estate operational expertise, B2C knowledge and Board experience will be highly complementary to Whitestone’s Board. For additional detail, please see Krissy's Bio on Whitestone’s investor relations website.

 

Mr. Miller served as President and Chief Executive Officer for Piedmont Office Realty Trust (NYSE: PDM) for over a decade, including overseeing its initial public offering in 2010. Under his leadership, Piedmont recycled approximately $2.2 billion in assets and executed a consistent strategy focused on aggregating high-quality assets in targeted markets – a strategy that was reflected in Piedmont’s top-quartile ranking of stock performance relative to its peer group during the last three years prior to Mr. Miller’s retirement in 2019. Prior to his time at Piedmont, Mr. Miller was the head of real estate activities at Wells Real Estate Funds, where he was responsible for directing all aspects of acquisitions, asset management, dispositions, leasing property management and construction. He currently serves on the Board of Directors for three privately held organizations with significant real estate investments: Pacolet Milliken Enterprises, Watkins Associated Industries, and The Feil Organization. Mr. Miller’s multi-decade real estate leadership, Board expertise, and Sun Belt experience will be a significant enhancement to Whitestone’s Board of Trustees. For additional information, please refer to Don's Bio on Whitestone’s investor relations website.

 

Ms. Gathright will serve as a member of the Audit and Nominating and Corporate Governance Committees and Mr. Miller will serve as a member of the Compensation and Nominating and Corporate Governance Committees.

 

In connection with these two appointments and as previously announced, Nandita V. Berry and David F. Taylor will step down from the Board effective immediately. The Whitestone Board will continue to comprise six trustees, five of whom are independent. 

 

A copy of the Company’s Press Release dated November 4, 2024 is attached hereto as Exhibits 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

	(d) Exhibits
Exhibit Number		Description
	99.1	Whitestone REIT Press Release dated November 4, 2024
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

			Whitestone REIT
			(Registrant)
	Date:	November 5, 2024	By: /s/ John S. Hogan
			Name: John S. Hogan Title: Chief Financial Officer

 

 

Exhibit 99.1

 

Whitestone REIT Continues Board Refreshment with Appointment of Two Independent Trustees

 

Veteran Real Estate C-Suite Executives Kristian M. Gathright and Donald A. Miller Bring Deep Industry Expertise and Financial and Operational Acumen

 

HOUSTON, November 4, 2024 – Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today announced the appointments of Kristian (“Krissy”) M. Gathright and Donald (“Don”) A. Miller, CFA, to the Board of Trustees, effective immediately. These appointments reflect shareholder feedback received over the last several months and conclude an exhaustive search by Whitestone’s Nominating and Governance Committee in combination with pre-eminent executive search firm Spencer Stuart.

 

Ms. Gathright currently serves as a Board member of Apple Hospitality REIT (NYSE: APLE) that owns one of the largest and most diverse portfolios of upscale, rooms-focused hotels in the United States. During a span of over 20 years, she served in various roles at the company, including operations, strategic decision-making, raising capital and investor relations. In addition to her extensive operational and strategic contributions at Apple REIT, Ms. Gathright was instrumental in the company’s 2015 listing on the NYSE and its ownership transition from retail to institutional shareholders. She was serving as Apple REIT’s Executive Vice President and Chief Operating Officer prior to her retirement in 2020. Ms. Gathright has also served on the Board of Trustees for Spirit Realty (NYSE: SRC), a net lease REIT. Prior to its acquisition in January 2024, Spirit Realty had an approximate $9.3 billion enterprise value, with over 29 million square feet of retail assets. Ms. Gathright’s real estate operational expertise, B2C knowledge and Board experience will be highly complementary to Whitestone’s Board. For additional detail, please see Krissy's Bio on Whitestone’s investor relations website.

 

Mr. Miller served as President and Chief Executive Officer for Piedmont Office Realty Trust (NYSE: PDM) for over a decade, including overseeing its initial public offering in 2010. Under his leadership, Piedmont recycled approximately $2.2 billion in assets and executed a consistent strategy focused on aggregating high-quality assets in targeted markets – a strategy that was reflected in Piedmont’s top-quartile ranking of stock performance relative to its peer group during the last three years prior to Mr. Miller’s retirement in 2019. Prior to his time at Piedmont, Mr. Miller was the head of real estate activities at Wells Real Estate Funds, where he was responsible for directing all aspects of acquisitions, asset management, dispositions, leasing property management and construction. He currently serves on the Board of Directors for three privately held organizations with significant real estate investments: Pacolet Milliken Enterprises, Watkins Associated Industries, and The Feil Organization. Mr. Miller’s multi-decade real estate leadership, Board expertise, and Sun Belt experience will be a significant enhancement to Whitestone’s Board of Trustees. For additional information, please refer to Don's Bio on Whitestone’s investor relations website.

 

Ms. Gathright will serve as a member of the Audit and Nominating and Corporate Governance Committees and Mr. Miller will serve as a member of the Compensation and Nominating and Corporate Governance Committees.

 

In connection with these two appointments and as previously announced, Nandita V. Berry and David F. Taylor will step down from the Board effective immediately. The Whitestone Board will continue to comprise six trustees, five of whom are independent.

 

“We are excited to welcome Krissy and Don to the Board,” said Amy S. Feng, Chair of the Board of Trustees. “With their collective real estate industry expertise and track record of value creation, I am confident that they will be significantly additive to the Board as we oversee the management team’s continued success in executing Whitestone’s growth strategy and driving enhanced shareholder returns.”

 

 

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Ms. Feng added, “On behalf of the Board, I also want to acknowledge David’s and Nandita’s contributions, which were instrumental in launching the Company’s reset strategy. We thank them for their years of service to Whitestone.”

 

“Whitestone is poised to capture the substantial benefits of its turnaround strategy,” said Ms. Gathright. “I am honored to be a part of the Company’s Board and look forward to utilizing my REIT operational experience and B2C background as I work closely with my fellow Trustees and the management team to ensure Whitestone’s continued growth and value creation.”

 

“Whitestone combines high-quality assets with best-in-class operating performance, as evidenced by their performance over the last three years under CEO Dave Holeman,” said Mr. Miller. “I look forward to leveraging my expertise in the industry to support the Company’s continued momentum and create significant shareholder value.”

 

About Whitestone REIT

Whitestone REIT (NYSE: WSR) is a community-centered real estate investment trust (REIT) that acquires, owns, operates, and develops open-air, retail centers located in some of the fastest growing markets in the country:  Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio. 

 

Our centers are convenience focused: merchandised with a mix of service-oriented tenants providing food (restaurants and grocers), self-care (health and fitness), services (financial and logistics), education and entertainment to the surrounding communities.  The Company believes its strong community connections and deep tenant relationships are key to the success of its current centers and its acquisition strategy.  For additional information, please visit the Company's investor relations website.

 

Forward-Looking Statements

This Report contains forward-looking statements within the meaning of the federal securities laws, including discussion and analysis of our financial condition and results of operations, statements related to our expectations regarding the performance of our business, and other matters. These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on its knowledge and understanding of our business and industry. Forward looking statements are typically identified by the use of terms such as “may,” “will,” “should,” “potential,” “predicts,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” or the negative of such terms and variations of these words and similar expressions, although not all forward-looking statements include these words. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

 

Factors that could cause actual results to differ materially from any forward-looking statements made in this Report include: the imposition of federal income taxes if we fail to qualify as a real estate investment trust (“REIT”) in any taxable year or forego an opportunity to ensure REIT status; uncertainties related to the national economy and the real estate industry, both in general and in our specific markets; legislative or regulatory changes, including changes to laws governing REITs; adverse economic or real estate developments or conditions in Texas or Arizona, Houston, Dallas, and Phoenix in particular, including the potential impact of public health emergencies, on our tenants’ ability to pay their rent, which could result in bad debt allowances or straight-line rent reserve adjustments; increases in interest rates, including as a result of inflation, which may increase our operating costs or general and administrative expenses; our current geographic concentration in the Houston, Dallas, and Phoenix metropolitan area markets makes us susceptible to potential local economic downturns; natural disasters, such as floods and hurricanes, which may increase as a result of climate change may adversely affect our returns and adversely impact our existing and prospective tenants; increasing focus by stakeholders on environmental, social, and governance matters; financial institution disruptions; availability and terms of capital and financing, both to fund our operations and to refinance our indebtedness as it matures; decreases in rental rates or increases in vacancy rates; harm to our reputation, ability to do business and results of operations as a result of improper conduct by our employees, agents or business partners; litigation risks; lease-up risks, including leasing risks arising from exclusivity and consent provisions in leases with significant tenants; our inability to renew tenant leases or obtain new tenant leases upon the expiration of existing leases; risks related to generative artificial intelligence tools and language models, along with the potential interpretations and conclusions they might make regarding our business and prospects, particularly concerning the spread of misinformation; our inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws; geopolitical conflicts, such as the ongoing conflict between Russia and Ukraine, the conflict in the Gaza Strip and unrest in the Middle East; the need to fund tenant improvements or other capital expenditures out of our operating cash flow; and the risk that we are unable to raise capital for working capital, acquisitions or other uses on attractive terms or at all: the ultimate amount we will collect in connection with the redemption of our equity investment in Pillarstone Capital REIT Operating Partnership LP (“Pillarstone” or “Pillarstone OP.”); and other factors detailed in the Company's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company files with the Securities and Exchange Commission from time to time.

 

Investor and Media Contacts:

David Mordy
Director of Investor Relations
Whitestone REIT
[phone]
[e-mail]

 

 

Document And Entity Information	Nov. 04, 2024
Document Information [Line Items]
Entity, Registrant Name	Whitestone REIT
Document, Type	8-K
Document, Period End Date	Nov. 04, 2024
Entity, Incorporation, State or Country Code	MD
Entity, File Number	001-34855
Entity, Tax Identification Number	76-0594970
Entity, Address, Address Line One	2600 South Gessner, Suite 500
Entity, Address, Postal Zip Code	77063
Entity, Address, City or Town	Houston
Entity, Address, State or Province	TX
City Area Code	713
Local Phone Number	827-9595
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares of Beneficial Interest
Trading Symbol	WSR
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001175535

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