Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders for American Realty Investors, Inc. (ARL), held on December 10, 2025. The filing was submitted on December 12, 2025. The company is incorporated in Nevada and its common stock trades on the NYSE under the symbol ARL.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance events and voting results.
Material Changes and Voting Results
The primary material event was the successful election of the Board of Directors and the ratification of the independent auditor.
- Quorum: Proxies representing 15,698,093 shares (97.2% of the 16,152,043 outstanding shares) were present, establishing a quorum.
- Director Elections: All five nominees were elected. Each received over 15 million votes "For" with zero votes "Against".
- Henry A. Butler: 15,216,520 For
- William J. Hogan: 15,125,497 For
- Robert A. Jakuszewski: 15,105,464 For
- Fernando V. Lara Celis: 15,125,653 For
- Ted R. Munselle: 15,108,495 For
- Auditor Ratification: The appointment of Farmer, Fuqua & Huff, P.C. was ratified with 15,617,234 votes "For", 80,618 "Against", and 241 "Abstained".
Management Commentary and Corporate Actions
Following the stockholder meeting, the Board of Directors met on December 11, 2025. Key leadership appointments confirmed at this meeting include:
- Henry A. Butler was re-elected as Chairman of the Board.
- Ted R. Munselle was re-appointed as the Presiding Director.
The filing contains no specific guidance, outlook, or discussion of risks and contingencies beyond the standard disclosure of the meeting outcomes.
Investor Verification Checklist
- Verify the total number of outstanding shares (16,152,043) and the percentage held in DTC/CEDE accounts (7,261,561 shares) as of the record date.
- Confirm the re-election of the specific directors listed and their tenure on the board.
- Review the full Proxy Statement dated November 4, 2025, for detailed biographical information on the directors and the rationale for the auditor selection.
- Check subsequent filings for the company's financial results for the fiscal year ending December 31, 2025, as they are not included in this 8-K.