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): May 20, 2024
CENTERSPACE
(Exact name of Registrant as specified in its charter)
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| North Dakota | | 001-35624 | | 45-0311232 |
(State or Other Jurisdiction
of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
3100 10th Street SW, Post Office Box 1988, Minot, ND 58702-1988
(Address of principal executive offices) (Zip code)
(701) 837-4738
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed from 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
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Shares of Beneficial Interest, no par value | CSR | New York Stock Exchange |
| Series C Cumulative Redeemable Preferred Shares | CSR -PRC | 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
Item 5.07. Submission or Matters to a Vote of Security Holders.
On May 20, 2024, Centerspace held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). As of March 25, 2024, the record date for holders of common shares of beneficial interest (“common shares”) entitled to vote at the Annual Meeting, there were 14,888,553 common shares outstanding and entitled to vote at the Annual Meeting. Of the common shares entitled to vote, 12,974,662, or approximately 87.14% of the common shares, were present or represented by proxy at the Annual Meeting, constituting a quorum under the Company’s Declaration of Trust. There were three matters presented and voted on at the Annual Meeting. Set forth below is a brief description of each matter voted on at the Annual Meeting and the final voting results with respect to each such matter.
Proposal 1 - Election of seven nominees to serve on the Board of Trustees for a one-year term and until their respective successors are duly elected and qualified.
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| Nominee | For | Against | Abstain | Broker Non-Votes |
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| John A. Schissel | 11,417,020 | | 79,858 | | 16,018 | | 1,461,766 | |
| Jeffrey P. Caira | 11,363,795 | | 131,064 | | 18,037 | | 1,461,766 | |
| Emily Nagle Green | 11,372,612 | | 130,708 | | 9,576 | | 1,461,766 | |
| Ola Oyinsan Hixon | 11,480,423 | | 19,860 | | 12,613 | | 1,461,766 | |
| Rodney Jones-Tyson | 11,349,503 | | 152,304 | | 11,089 | | 1,461,766 | |
| Anne Olson | 11,446,499 | | 56,805 | | 9,592 | | 1,461,766 | |
| Mary J. Twinem | 11,432,210 | | 71,263 | | 9,423 | | 1,461,766 | |
The shareholders elected all seven of the nominees as Trustees.
Proposal 2 - Non-binding advisory resolution on executive compensation.
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| | For | Against | Abstain | Broker Non-Votes |
| Votes Cast | 11,065,485 | | 425,530 | | 21,881 | | 1,461,766 | |
The shareholders approved the non-binding advisory resolution on executive compensation.
Proposal 3 - Ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
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| | For | Against | Abstain | Broker Non-Votes |
| Votes Cast | 12,882,391 | | 71,259 | | 21,012 | | 0 |
The shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Centerspace |
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| By | /s/ Anne Olson |
| | Anne Olson |
| Date: May 22, 2024 | | President and Chief Executive Officer |
