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
Date of Report (Date of earliest event reported): May 9, 2012
AMERICAN REALTY INVESTORS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Nevada
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001-15663
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75-2847135
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(State or other
jurisdiction of incorporation)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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1603 LBJ Freeway, Suite 800
Dallas, Texas
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75234
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code 469-522-4200
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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 5 - Corporate Governance and Management
Item 5.07 - Submission of Matters to the Vote of Security Holders
On May 9, 2012, the Annual Meeting of Stockholders of American Realty Investors, Inc. (“ARL” or the “Issuer” or the “Registrant”) was held following a solicitation of proxies pursuant to a Notice of Annual Meeting and related Proxy Statement dated April 6, 2012 distributed in accordance with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended. On the record date of April 4, 2012, a total of 11,525,389 shares of Common Stock were outstanding with each share entitled to cast one vote.
At the Annual Meeting which involved the election of directors, the following named persons received the number of votes cast for, against or withheld, as well as the number of abstention and broker non-votes:
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Name
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No. of Votes
For
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%
For
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No. of Votes
Against
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No. of Votes
Abstained
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Broker Non-
Votes
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Henry A. Butler
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8,092,154
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70.21%
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4,856
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-
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2,994,896
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Sharon Hunt
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8,092,154
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70.21%
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4,856
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-
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2,994,896
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Robert A. Jakuszewski
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8,085,005
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70.15%
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12,005
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-
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2,994,896
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Ted R. Munselle
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8,092,154
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70.21%
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4,856
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-
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2,994,896
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All of the nominees named above, each of which is currently a director of the Registrant, were elected at such Annual Meeting.
The only other matter presented at the Annual Meeting was the ratification of the appointment of Farmer, Fuqua & Huff, P.C. as the independent registered public accounting firm for the Registrant for the fiscal year ending December 31, 2012 and any interim period. A total of 11,082,988 votes were cast FOR, 3,761 votes were cast AGAINST and 5,157 votes ABSTAINED from voting with respect to such proposal. There were no broker non-votes.
The Annual Meeting of the Board of Directors was held on the following day, May 9, 2012. At such meeting, Henry A. Butler was re-elected Chairman of the Board.
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: May 12, 2012 |
AMERICAN REALTY INVESTORS, INC.
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By: /s/ Gene S. Bertcher |
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Gene S. Bertcher, Executive Vice
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President and Chief Financial Officer |