8-K

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): April 18, 2022

Whitestone REIT

(Exact name of registrant as specified in charter)

Maryland	001-34855	76-0594970
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2600 South Gessner,	Suite 500,	77063
Houston,	Texas
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (713) 827-9595

Not Applicable

(Former name or former address, if changed since 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 (17 CFR 230.425)
☐	Soliciting material pursuant to Rule #14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of Beneficial Interest, par value $0.001 per share	WSR	New York Stock Exchange
Preferred Stock Purchase Rights	N/A	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 18, 2022, Whitestone REIT (the “Company”) received by email a resignation letter (the “Resignation Letter”) from James Mastandrea, a member of the Company’s Board of Trustees (“the Board”), pursuant to which Mr. Mastandrea resigned as a member of the Board, effective immediately.

As previously disclosed, on January 18, 2022, Mr. Mastandrea was terminated, with cause, from his position as Chief Executive Officer of the Company and, following his termination as Chief Executive officer, was also removed as Chairman of Board. In connection with his resignation, the size of the Board will be reduced from six to five trustees.

Mr. Mastandrea resigned as a result of a disagreement over the operations, policies, governance, and practices of the Company. The Company believes the matters described in the Resignation Letter are inaccurate and mischaracterized and that each of the allegations and assertions set forth therein are without merit.

A copy of the Resignation Letter is attached as Exhibit 17.1 to this Current Report. Pursuant to the requirements set forth in Item 5.02 of Form 8-K, the Company has provided Mr. Mastandrea with a copy of this Form 8-K concurrent with its filing with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

17.1 Resignation Letter from James Mastandrea

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Whitestone REIT
		(Registrant)
Date:	April 22, 2022	By: /s/ David K. Holeman
		Name: David K. Holeman Title: Chief Executive Officer

EX-17.1

James C. Mastandrea

April 18, 2022

VIA EMAIL

Board of Trustees of Whitestone REIT

c/o Mr. David Taylor Via email:

Chairman of the Board of Trustees

Whitestone REIT

2600 S. Gessner Rd., Suite 500

Houston, Texas 77063

Re: Resignation as Trustee Dear David:

For the reasons set forth below, I believe that you and the other Trustees of Whitestone REIT (the “Company” or “Whitestone”) have made it impossible for me to fulfill my duties to Whitestone and its shareholders.

The cumulative effect of my concerns led to my decision to resign, and in particular the refusal to address these concerns. I have reached a point where I no longer believe that I can in good faith continue to be a Trustee.

Accordingly, I hereby tender my resignation as a Trustee of the Company, effective immediately. I expect the Company to notify the public that I have resigned as a result of a disagreement over the operations, policies or practices of the Company as required by Form 8‐K. My specific concerns about the governance of the Company are set out below.

1.Bypassing the clear requirements of the Declaration of Trust for removal of a Trustee by taking actions to effectively terminate my role as a Trustee without initiating a removal process

Following the decision to terminate me as CEO of Whitestone, the Trustees did not initiate a process to remove me as a Trustee in accordance with the Declaration of Trust. The Declaration of Trust clearly provides that a Trustee can only be removed for cause and by the shareholders of the Company. Instead of initiating a process to remove me for cause, the other Trustees created an Operating Committee consisting of all Trustees except for me and delegated all powers of the Board of Trustees to the Operating Committee. This was a blatant affront to the clear requirements and intent of the Declaration of Trust, usurping a power expressly delegated to the shareholders. The abuse was compounded by the fact that the establishment of the Operating Committee and delegation of authority to that Committee was never disclosed to the shareholders, including the failure to disclose the existence and duties of the Operating

Committee in the Company’s recently‐filed Annual Report on Form 10‐K and the Proxy for the 2022 annual general meeting of shareholders.

2.Amending the Bylaws to provide for non‐unanimous replacement of the Chairman of the Board

As disclosed in the Company’s filing on Form 8K on January 19, 2022, the Bylaws of the Company were amended to remove the requirement of unanimous Board approval to replace the Chairman of the Board. This appears to have been done for the express purpose of avoiding the requirement of unanimous action, and to conceal from investors the existence of dissent among the remaining Trustees with respect to the actions taken against me. I believe there are questions as to the legality of action with a less‐than‐ unanimous vote to remove a Bylaw requiring unanimous approval.

I have concerns that the Company deliberately chose not to disclose these material facts to the public in connection with the notice of the Bylaw change. Implementing this self‐serving amendment without disclosure of the relevant facts, and then claiming in the Proxy to be champions of good corporate governance by offering to allow shareholder amendment of the Bylaws in the future, demonstrates stark hypocrisy and is deeply disturbing.

3.Refusing to provide me with any information on Company business in my capacity as a Trustee

Despite my repeated written requests, no information relating to Whitestone’s business has been provided to me since my termination as CEO on January 18, 2022. This refusal to provide information is not limited to materials related to my ongoing employment dispute but applies to information critically necessary to carrying out my functions and duties as a Trustee. The Company’s refusal has placed me in a precarious position as a Trustee: The Company is withholding virtually all information relevant to fulfilling my obligations, yet I continue to have fiduciary responsibilities to the Company and its shareholders. And, again, the other Trustees have excluded me as a Trustee without any public disclosure of their practices.

4.Claim in Lawsuit for misappropriation of Company property

As I expect you are aware, in responding to my lawsuit in connection with my termination as CEO, the Company has included a counterclaim around the theme of misappropriation of Company property. I do not intend to debate the merits of the claim in this letter, but the addition of the counterclaim makes it difficult for me to productively work with the other Trustees, even were they to decide to begin to share information with me again on matters unrelated to my employment dispute.

5.Affixing my signature to SEC filings without my knowledge or consent

On January 20, 2022 the Company affixed my signature to and filed a Form 4 with the SEC, reporting the forfeiture of 251, 357 restricted stock units by me. This filing was made without prior notice to me and without my consent. In fact, I believe the filing was inaccurate because it failed to include a disclosure that the forfeiture is disputed.

On March 11, 2022, the Company again affixed my signature to and filed its annual report on Form 10‐K without my consent and without giving me any prior opportunity to review the report or any other materials that were presented to the Trustees in connection with the approval of the report. I do not

know whether the report is accurate or whether I would have signed the report had I been given the opportunity to properly review the report in advance.

Sincerely,

James A. Mastandrea

Cc:    

Ms. Amanda Sonneborn

Mr. Thomas Ajamie

Nandita Berry, Board Member

Jeff Jones, Board Member

Jack Mahaffy, Board Member

Paul Lambert

Peter Tripoli, Gen. Counsel & Secretary to the Trust

XML

Document and Entity Information	Apr. 18, 2022
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 18, 2022
Entity Registrant Name	Whitestone REIT
Entity Central Index Key	0001175535
Amendment Flag	false
Entity Incorporation, State or Country Code	MD
Entity File Number	001-34855
Entity Tax Identification Number	76-0594970
Entity Address, Address Line One	2600 South Gessner,
Entity Address, Address Line Two	Suite 500,
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77063
City Area Code	713
Local Phone Number	827-9595
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Shares of Beneficial Interest, par value $0.001 per share
Trading Symbol	WSR
Security Exchange Name	NYSE
Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
No Trading Symbol Flag	true
Security Exchange Name	NYSE