Independent
Tenure on this board
24.8 yrs
Also a director at
American Realty Investors Inc (ARL)Income Opportunity Realty Investors Inc (IOR)
5 nominees · 3 ballot items.
Stockholders will vote on the election of five directors, ratification of Farmer, Fuqua & Huff, P.C. as independent registered public accounting firm, approval of issuing 134,649 new common shares to Realty Advisors, Inc. under an Exchange Agreement, and any other properly presented matters.
Elect five nominated directors to serve until the 2027 annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Farmer, Fuqua & Huff, P.C. as the Company’s independent registered public accounting firm for fiscal 2026 and to conduct quarterly reviews through September 30, 2027.
Approve the issuance of 134,649 newly issued shares of the Company’s common stock to Realty Advisors, Inc. in exchange for 269,299 shares of Income Opportunity Realty Investors, Inc. common stock under the July 31, 2026 Exchange Agreement.
Proposal 3 asks stockholders to approve issuing 134,649 shares of TCI common stock to Realty Advisors, Inc. in exchange for 269,299 shares of Income Opportunity Realty Investors, Inc. common stock. The exchange ratio is 0.5 TCI shares for each IOR share, with a $20 cash payment for a fractional share. The transfer of IOR shares has already occurred, increasing TCI’s ownership of IOR to approximately 91.768%. If approved, TCI’s outstanding shares would rise from 8,639,316 to 8,773,965, while the new issuance would represent approximately 1.53% of the post-issuance total. The transaction would not change control of TCI, according to the filing. NYSE approval through a Supplemental Listing Application is also required because the shares have not yet been issued. Stockholder approval is required because the issuance exceeds 1% of outstanding TCI shares and RAI is considered an NYSE “Active Related Party.” RAI owns approximately 8.2% of TCI and owns Pillar Income Asset Management, TCI’s contractual advisor, creating a related-party context. Approval requires a majority of the shares present and entitled to vote once a quorum is established, and the Board unanimously recommends voting FOR the issuance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | TCW GROUP INC | 0.76% | 66,431 | $3M |
| 2 | BlackRock, Inc. | 0.55% | 48,378 | $2M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 0.30% | 26,469 | $1M |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.29% | 25,043 | $1M |
| 5 | BlackRock, Inc. | 0.25% | 21,629 | $995K |
| 6 | STATE STREET CORP | 0.24% | 21,403 | $984K |
| 7 | BlackRock, Inc. | 0.23% | 20,142 | $926K |
| 8 | Tidal Investments LLC | 0.18% | 15,747 | $724K |
| 9 | Russell Investments Group, Ltd. | 0.15% | 13,039 | $600K |
| 10 | NORTHERN TRUST CORP | 0.11% | 9,578 | $440K |
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