AMERICAN REALTY INVESTORS INC 8-K/A

What Happened
American Realty Investors, Inc. (ARL) filed an 8-K on Dec. 29, 2025 reporting the results of its Annual Meeting of Stockholders held on December 10, 2025. On the Nov. 3, 2025 record date there were 16,152,043 shares outstanding; proxies representing at least 15,698,093 shares (97.2%) were cast, establishing a quorum. All five director nominees — Henry A. Butler, William J. Hogan, Robert A. Jakuszewski, Fernando V. Lara Celis, and Ted R. Munselle — were elected. The firm Farmer, Fuqua & Huff, P.C. was ratified as ARL’s independent registered public accounting firm for fiscal 2025. At the Board meeting on December 11, 2025, Henry A. Butler was re-elected Chairman and Ted R. Munselle was re-appointed Presiding Director.

Key Details

• Shares outstanding (record date Nov 3, 2025): 16,152,043; proxies cast: ≥15,698,093 (97.2%). 7,261,561 shares held in DTC/CEDE accounts on the record date.
• Director vote totals (For / Withheld / Broker non-votes):
  • Henry A. Butler: 15,216,520 For; 87,663 Withheld; 393,910 broker non-votes.
  • William J. Hogan: 15,125,497 For; 178,686 Withheld; 393,910 broker non-votes.
  • Robert A. Jakuszewski: 15,105,464 For; 198,719 Withheld; 393,910 broker non-votes.
  • Fernando V. Lara Celis: 15,125,653 For; 178,530 Withheld; 393,910 broker non-votes.
  • Ted R. Munselle: 15,108,495 For; 195,688 Withheld; 393,910 broker non-votes.
• Auditor ratification: Farmer, Fuqua & Huff, P.C. ratified — 15,617,234 For; 80,618 Against; 241 Abstain; no broker non-votes.

Why It Matters
This 8-K confirms continuity in ARL’s leadership and its independent auditor, reducing uncertainty about governance and financial oversight. Investors can view the strong proxy participation (97.2% present) and decisive support for nominees and the auditor as indicators of shareholder engagement and acceptance of the current board and auditor choices. No operational or financial results were reported in this filing.