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0001755755
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2026-07-06
2026-07-06
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): July 6, 2026
VINEBROOK HOMES TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland | | 000-56274 | | 83-1268857 |
(State or other jurisdiction of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
300 Crescent Court, Suite 700
Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (214) 276-6300
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 Exchange Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
N/A | N/A | N/A |
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. ☐
Item 7.01 Regulation FD Disclosure.
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of VineBrook Homes Trust, Inc. (the “Company”) was originally scheduled for, and convened on, June 2, 2026, but the Annual Meeting was adjourned without any business being conducted, due to the lack of the required quorum as of the original meeting time. The Annual Meeting was then scheduled to reconvene on July 7, 2026, at 10:00 a.m. Central Time. However, the Company did not receive sufficient proxies to constitute a quorum to reconvene the Annual Meeting and conduct business, and the Company has decided to cancel the Annual Meeting and to withdraw the proposals for stockholder approval described below.
The number of shares of common stock entitled to vote at the Annual Meeting was 26,081,929, representing the number of shares outstanding as of March 31, 2026, the record date for the Annual Meeting.
As of July 2, 2026, prior to the withdrawal of the proposals, the preliminary results of each proposal, based on 1,546,774 shares being voted, which is 6.06% of the number of shares entitled to vote as of March 31, 2026, were as follows:
1. | Election of directors. The following directors were nominated for election for terms expiring at the 2027 annual meeting of stockholders: |
| | Votes For | | | Votes Withheld | |
James Dondero | | | 1,339,141 | | | | 207,633 | |
Brian Mitts | | | 1,339,757 | | | | 207,017 | |
Edward Constantino | | | 1,343,550 | | | | 203,224 | |
Scott Kavanaugh | | | 1,339,757 | | | | 207,017 | |
Arthur Laffer | | | 1,331,829 | | | | 214,945 | |
Carol Swain | | | 1,328,445 | | | | 218,329 | |
Catherine Wood | | | 1,330,711 | | | | 216,063 | |
2. | Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026. |
Votes For | | | Votes Against | | | Abstentions | |
1,515,351 | | | | 28,993 | | | | 2,430 | |
On July 6, 2026, the Company issued a press release announcing the cancellation of the Annual Meeting, a copy of which is furnished as Exhibit 99.1 hereto and incorporated by reference into this Item 7.01.
Item 9.01. | Financial Statements and Exhibits. |
Exhibits
Exhibit No. | | Description |
99.1 | | |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
VINEBROOK HOMES TRUST, INC. | |
| | |
| | |
By: | /s/ Paul Richards | |
| Name: Paul Richards Title: Chief Financial Officer, Assistant Secretary and Treasurer | |
Date: July 6, 2026