UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
Stockholder Approval of Amended 2022 Incentive Plans
(e) Prior to the annual meeting of the stockholders of Bluerock Homes Trust, Inc. (the “Company,” “we,” “us,” or “our”) held on June 11, 2025 (the “Annual Meeting”), the Company had in effect the 2022 Equity Incentive Plan for Individuals (the “2022 Individuals Plan”), and the 2022 Equity Incentive Plan for Entities (the “2022 Entities Plan,” and together with the 2022 Individuals Plan, the “2022 Incentive Plans”). At the Annual Meeting, the stockholders of the Company approved the amendment and restatement of each of the 2022 Individuals Plan (as so amended and restated, the “Amended 2022 Individuals Plan”) and the 2022 Entities Plan (as so amended and restated, the “Amended 2022 Entities Plan,” and collectively with the Amended 2022 Individuals Plan, the “Amended 2022 Incentive Plans”). The Amended 2022 Incentive Plans were approved by the Company’s board of directors (the “Board”) on April 15, 2025, subject to the approval of the Company's stockholders at the Annual Meeting, and became effective upon such stockholder approval.
The Amended 2022 Incentive Plans are intended to provide incentives to the Company’s independent directors, executive officers and other key employees, including employees of Bluerock Homes Manager, LLC, the Company’s external manager (the “Manager”) and Bluerock Residential Holdings, L.P., the Company’s operating partnership (the “Operating Partnership”), and their affiliates and other service providers, including our Manager and its affiliates, to assist in recruiting and retaining the services of such individuals and service providers, and to align the interests of participants with those of the Company and its stockholders.
The Amended 2022 Incentive Plans provide for the grant of options to purchase shares of the Company’s common stock, stock awards, stock appreciation rights, performance units, incentive awards and other equity-based awards. The aggregate number of shares of the Company’s Class A common stock authorized for issuance under the Amended 2022 Incentive Plans is 4,022,109, with (i) 1,625,000 shares available for issuance under the Amended 2022 Incentive Plans, and (ii) 2,397,109 shares subject to awards granted under the Bluerock Residential Growth REIT, Inc. Amended and Restated 2014 Equity Incentive Plan for Individuals and the Bluerock Residential Growth REIT, Inc. Amended and Restated 2014 Equity Incentive Plan for Entities (together, the “Prior Plans”) that may become available for issuance or reissuance, as applicable, under the Amended 2022 Incentive Plans if such awards are forfeited, canceled or otherwise terminated (other than by exercise). Taking into account issuances and forfeitures effectuated under the 2022 Incentive Plans since the filing of the Company’s definitive proxy statement with the Securities and Exchange Commission (the “SEC”) on April 15, 2025 pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Proxy Statement”) but prior to the Annual Meeting, the aggregate number of additional shares of the Company’s Class A common stock available for issuance under the Amended 2022 Incentive Plans with respect to awards granted on and after stockholder approval at the Annual Meeting is equal to 660,076 shares, inclusive of (i) 425,000 new shares, plus (ii) 235,076 shares that remain available for issuance under the 2022 Incentive Plans. The issuance of shares or awards under the Amended 2022 Individuals Plan reduces the number of shares that may be issued under the Amended 2022 Entities Plan, and vice versa.
The foregoing summary description of the Amended 2022 Incentive Plans is qualified in its entirety by reference to the actual terms of the Amended 2022 Individuals Plan, which is attached hereto as Exhibit 10.1, and the actual terms of the Amended 2022 Entities Plan, which is attached hereto as Exhibit 10.2. For additional information regarding the Amended 2022 Incentive Plans, please refer to “Proposal 2: Approval of Amended 2022 Incentive Plans” on pages 40-50 of the Proxy Statement.
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
The Company held its Annual Meeting of stockholders on June 11, 2025. The following proposals were set forth in the Proxy Statement. For more information on these proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference.
Below are the final voting results. As of the record date, April 11, 2025, there were 4,055,084 shares of the Company’s Class A common stock and 8,489 shares of the Company’s Class C common stock outstanding and entitled to vote at the Annual Meeting. The Class C common stock is entitled to fifty votes for each share held; thus, for purposes of the Annual Meeting, a total of 4,063,573 shares of the Company’s common stock were deemed outstanding and entitled to vote. Represented at the meeting in person or by proxy were 3,061,702 shares of the Company’s common stock, representing 68.34% of the total shares of the Company’s common stock entitled to vote at the meeting.
(1) The following five persons were elected to serve as directors of the Company:
| Nominee | For | Withheld | Broker Non-Votes | |||||
| R. Ramin Kamfar | 1,067,197 | 280,122 | 1,714,383 | |||||
| I. Bobby Majumder | 929,712 | 417,607 | 1,714,383 | |||||
| Romano Tio | 1,013,850 | 333,469 | 1,714,383 | |||||
| Elizabeth Harrison | 1,066,986 | 280,333 | 1,714,383 | |||||
| Kamal Jafarnia | 1,007,257 | 340,062 | 1,714,383 |
(2) The stockholders approved the Amended 2022 Incentive Plans to increase the aggregate number of shares of Class A common stock reserved for issuance thereunder, and make other administrative changes as disclosed in the Proxy Statement:
| For | 1,011,824 |
| Against | 329,187 |
| Abstain | 6,308 |
| Broker Non-Votes | 1,714,383 |
(3) The stockholders ratified Grant Thornton LLP as the Company’s independent registered public accounting firm for 2025:
| For | 3,053,764 |
| Against | 2,604 |
| Abstain | 5,334 |
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
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.
| BLUEROCK HOMES TRUST, INC. | ||
| Date: June 12, 2025 | By: | /s/ Christopher J. Vohs |
| Christopher J. Vohs | ||
| Chief Financial Officer and Treasurer | ||