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Highlands REIT, Inc.·8-K

May 26, 2:23 PM ET

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Highlands REIT, Inc. 8-K

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Highlands REIT Adjourns 2026 Annual Meeting; No Quorum

What Happened
Highlands REIT, Inc. announced that its 2026 annual meeting of stockholders, called March 31, 2026 and scheduled for May 22, 2026, was adjourned because a quorum was not present. As of the record date (March 20, 2026) there were 722,202,902 shares outstanding; only 219,744,634 shares were represented in person or by proxy, which is below the majority required. No business was conducted and no votes were cast. The company does not expect to reconvene the meeting; current directors Jeffrey L. Shekell, R. David Turner and Robert J. Lange will continue to serve until successors are elected and qualify.

Key Details

  • Record Date: March 20, 2026; Meeting date: May 22, 2026 (called March 31, 2026).
  • Shares outstanding: 722,202,902; shares represented: 219,744,634 (quorum not met; majority would be >361,101,451).
  • Director proxy instructions received (no votes cast):
    • Jeffrey L. Shekell: 73,429,887 For (88%), 9,731,410 Withhold (12%), 136,583,337 broker non-votes.
    • R. David Turner: 73,291,182 For (88%), 9,870,115 Withhold (12%), 136,583,337 broker non-votes.
    • Robert J. Lange: 74,231,599 For (89%), 8,929,698 Withhold (11%), 136,583,337 broker non-votes.
  • Advisory and other proxy tallies received (though not voted):
    • Say-on-pay (advisory): For 64,949,274; Against 13,350,595; Abstain 4,861,428; Broker non-votes 136,583,337.
    • Frequency vote (advisory): 3 years 51,120,047; 2 years 4,682,704; 1 year 19,136,745; Abstain 8,221,801; Broker non-votes 136,583,337.
    • Ratification of Grant Thornton LLP as auditor: For 208,521,202; Against 6,901,070; Abstain 4,322,362.

Why It Matters
For investors, the practical effect is that the incumbent board will remain in place until successors are properly elected because the meeting could not proceed. While the company received proxy instructions showing shareholder preferences (including on director elections, executive compensation and auditor ratification), those proxies did not result in formal votes due to the lack of a quorum. This affects governance timing and postpones any formal changes that might have been voted on at the meeting.

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