| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 27, 2020, Catherine Wood was appointed to the Board of Directors (the “Board”) of NexPoint Residential Trust, Inc. (the “Company”) with a term set to expire at the 2021 annual meeting of stockholders. At the time of this disclosure, Ms. Wood has not been named to serve on any committees of the Board.
In connection with being appointed to the Board, Ms. Wood entered into the Company’s standard indemnification agreement for directors.
Ms. Wood will receive compensation in accordance with the Company’s existing compensation policy for non-employee directors, which is described under “The Board, Its Committees and Its Compensation – Director Compensation” in the Company’s proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2020. There are no arrangements or understandings between Ms. Wood and any other person pursuant to which she was selected to serve on the Board. There are also no transactions or relationships between Ms. Wood and the Company that would require disclosure under Item 404(a) of Regulation S-K.
As previously disclosed by the Company in its Current Report on Form 8-K filed with the SEC on May 15, 2020, Scott Kavanaugh received a greater number of votes “withheld” than votes “for” his election as a director at the 2020 annual meeting of stockholders. The Company further reported that, in accordance with the Company’s majority voting policy, Mr. Kavanaugh tendered his resignation from the Board, with the effectiveness of such resignation conditioned upon the Board’s acceptance thereof.
In accordance with the Company’s majority voting policy, the Nominating and Corporate Governance Committee (the “NCG Committee”) considered Mr. Kavanaugh’s tendered resignation and recommended that the Board reject his tendered resignation. On July 27, 2020, on the recommendation of the NCG Committee, the Board determined that it was in the best interest of the Company and its stockholders to reject Mr. Kavanaugh’s tendered resignation. Mr. Kavanaugh did not participate in the NCG Committee’s recommendation, or the Board’s decision, regarding his tendered resignation or future Board and committee service.
In reaching this decision, the NCG Committee and the Board considered a number of factors, including, but not limited to: (1) Mr. Kavanaugh’s expertise in investment management; (2) his experience as both an executive officer and a director of multiple companies; (3) his tenure on the Board and the perspective on the Company that this experience provides; (4) his role as Lead Independent Director; (5) proxy advisory firm voting recommendations against Mr. Kavanaugh’s election due to Board diversity; and (6) the subsequent appointment of Ms. Wood to the Board.
As a result, Mr. Kavanaugh will continue to serve as a member of the Board, the NCG Committee, the Audit Committee and the Compensation Committee until the 2021 annual meeting of stockholders or until his successor is duly elected and qualified.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
