Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 13, 2021, Steadfast Apartment REIT, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”), at which its stockholders were asked to consider and vote on (i) a proposal to merge the Company with and into IRSTAR Sub, LLC (“Merger Sub”), a wholly owned subsidiary of Independence Realty Trust, Inc. (“IRT”), (the “Merger”) pursuant to the Agreement and Plan of Merger, dated as of July 26, 2021, by and among the Company, IRT, and their respective subsidiaries (the “Merger Proposal”), (ii) a proposal to approve by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the Merger (the “Compensation Proposal”), and (iii) a proposal to adjourn the Special Meeting to solicit additional proxies in favor of the Merger Proposal if there are not sufficient votes to approve the Merger Proposal, if necessary and as determined by the chair of the Special Meeting.
The Company previously filed with the U.S. Securities and Exchange Commission a definitive proxy statement/prospectus and related materials pertaining to the Merger and the Special Meeting, which describe in detail each of the proposals submitted to the Company’s stockholders to be voted on at the Special Meeting.
At the Special Meeting, there were present, in person or by proxy, stockholders holding an aggregate of approximately 61,168,605.40 shares of the Company’s common stock, representing approximately 55.51% of the total number of 110,188,892.45 shares of the Company’s common stock issued and outstanding as of September 27, 2021, the record date for the Special Meeting, and entitled to vote at the Special Meeting.
The final results of the following matters voted on at the Special Meeting are set forth below.
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For
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Against
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Abstain
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Approval of Merger Proposal
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58,008,191.59
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1,045,617.50
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2,114,796.31
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Approval of the Compensation Proposal
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51,335,390.81
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5,143,516.54
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4,689,698.05
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Accordingly, the Company's stockholders approved the Merger Proposal. As contemplated by the Merger Agreement:
•the Company shall merge with and into Merger Sub. Merger Sub will continue as the surviving entity and as a wholly owned subsidiary of IRT, and the separate existence of the Company will cease; and
•at the effective time of the Merger, each share of common stock of the Company, par value $0.01 per share, will be converted automatically into the right to receive 0.905 shares of common stock, par value $0.01 per share, of IRT with cash paid in lieu of fractional shares.
In addition, as reflected above, the Company's stockholders approved the Compensation Proposal. As contemplated by the Compensation Proposal, the stockholders of the Company approved the following resolution:
“RESOLVED, that the compensation that may be paid or become payable to the named executive officers of Steadfast Apartment REIT, Inc. in connection with the Company Merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the table in the section of the joint proxy statement/prospectus entitled “The Mergers—Interests of STAR Directors and Executive Officers in the Mergers—Quantification of Potential Payments and Benefits to STAR’s Named Executive Officers in Connection with the Company Merger” including the footnotes to the table and the associated narrative discussion, and the agreements and plans pursuant to which such compensation may be paid or become payable, is hereby APPROVED.”
Because the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock with respect to the Merger Proposal was achieved, the proposal to adjourn the Special Meeting to solicit additional proxies in favor of such proposal was not necessary or appropriate and, therefore, not called.