0001585101FALSE00015851012024-10-072024-10-07
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
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| Date of Report (Date of Earliest Event Reported): | October 1, 2024 |
Hines Global Income Trust, Inc.
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(Exact name of registrant as specified in its charter)
Commission file number: 000-55599
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| Maryland | | 80-0947092 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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| 845 Texas Avenue | | |
| Suite 3300 | | |
Houston, Texas | | 77002-1656 |
| (Address of principal executive offices) | | (Zip code) |
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| (888) 220-6121 | |
| (Registrant’s telephone number, including area code) |
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| 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: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 1, 2024, Alex Knapp notified the Chairman of the board of directors (the "Board") of Hines Global Income Trust, Inc. (the "Company") of his decision to resign from his position as the Company’s Chief Investment Officer—Europe, effective December 31, 2024. Mr. Knapp’s decision was voluntary and not the result of any disagreement related to the Company’s operations, policies or practices.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 1, 2024, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (1) elected each of the seven nominees listed below to serve as directors for a one year term ending on the date of the 2025 annual meeting of stockholders, provided that each director will continue in office until their successor has been duly elected and qualifies, or until the earlier of their death, removal, resignation or retirement, and (2) ratified the selection of Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates (collectively “Deloitte & Touche”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
With regard to the election of the directors, Laura Hines-Pierce previously served on the Board, but resigned, voluntarily and temporarily, from the Board, effective as of December 31, 2023. Ms. Hines-Pierce’s resignation was necessary in order to re-establish a majority of independent directors on the Board following the resignation of Humberto "Burt" Cabañas. As disclosed previously, the Board expected to reappoint Ms. Hines-Pierce to the Board concurrently with the election of Ms. Diane Paddison, who is filling the vacancy left by the departure of Mr. Cabañas.
The voting results for each of the seven persons nominated to serve as directors are as follows:
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| For | Against | Authority Withheld or Abstained from Voting |
| Jeffrey C. Hines | 79,646,624 | 1,098,774 | 4,786,018 |
| David L. Steinbach | 79,354,669 | 1,224,633 | 4,952,114 |
| Laura Hines-Pierce | 78,780,108 | 1,693,530 | 5,057,778 |
| John O. Niemann, Jr. | 78,990,005 | 1,381,886 | 5,159,525 |
| Dougal A. Cameron | 79,103,666 | 1,400,877 | 5,026,873 |
| Ruth J. Simmons | 78,928,091 | 1,730,061 | 4,873,264 |
| Diane S. Paddison | 79,255,115 | 1,309,678 | 4,966,623 |
In addition to the voting described above, there were 63,656,779 broker non-votes with respect to the election of the seven persons nominated to serve as directors. Broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when a broker holding shares of the Company’s common stock for a beneficial owner is present at the meeting, in person or by proxy, and entitled to vote, but does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. A broker non-vote is not an indication of how the beneficial owner would have voted; it simply means that the beneficial owner did not instruct the broker as to how to vote his or her shares.
With respect to the proposal to ratify the selection of Deloitte & Touche as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, stockholders holding 140,580,943 shares voted in favor of the proposal, stockholders holding 1,691,501 shares voted against the proposal and stockholders holding 6,915,751 shares abstained from voting on the proposal. There were no broker non-votes with respect to this proposal because the brokers had discretionary voting power with respect to this proposal.
Item 7.01 Regulation FD Disclosure.
On October 7, 2024, Hines Interests Limited Partnership (“Hines”) issued a press release to announce the addition of two directors to the Board. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 of this Current Report on Form 8-K, including the press release attached as Exhibit 99.1 hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in this Item 7.01 of this Current Report on Form 8-K, including the exhibit furnished herewith, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.
Item 8.01 Other Items
Acquisition of Duboce Apartments
The Company acquired Duboce Apartments on September 16, 2024. Duboce Apartments is a residential property located in San Francisco, California, which is comprised of approximately 70,511 square feet of net rentable area that is currently 97% leased. The contract purchase price of Duboce Apartments was approximately $38.0 million. The seller is not affiliated with the Company or its affiliates.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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| Exhibit No. | Description |
| 99.1 | |
Statements in this Current Report on Form 8-K, and the exhibit furnished herewith, including but not limited to intentions, beliefs, expectations or projections are forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Such statements are based on current expectations and assumptions with respect to, among other things, the enhancement of the Company's Board. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as updated by the Company’s other filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on any forward-looking statements.
SIGNATURES
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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| | Hines Global Income Trust, Inc. |
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October 7, 2024 | | By: | /s/ A. Gordon Findlay | |
| | | Name: A. Gordon Findlay | |
| | | Title: Chief Accounting Officer, Treasurer and Secretary | |