false 0001356115 0001356115 2022-08-02 2022-08-02 0001356115 nxdt:CommonStockCustomMember 2022-08-02 2022-08-02 0001356115 nxdt:SeriesACumulativePreferredShares550CustomMember 2022-08-02 2022-08-02
 
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): August 2, 2022
 
NEXPOINT DIVERSIFIED REAL ESTATE TRUST
(Exact Name Of Registrant As Specified In Charter)
 
Delaware
  
001-32921
  
80-0139099
(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
Common Stock, par value $0.001
per share
NXDT
New York Stock Exchange
5.50% Series A Cumulative Preferred Shares,
par value $0.001 per share
($25.00 liquidation preference per share)
NXDT-PA
New York Stock Exchange
 
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On August 2, 2022, Dr. Carol Swain and Catherine Wood were appointed to the Board of Trustees (the “Board”) of NexPoint Diversified Real Estate Trust (the “Company”) with a term set to expire at the 2023 annual meeting of stockholders. Dr. Swain and Ms. Wood have also been appointed to the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.
 
Dr. Swain will receive compensation in accordance with the Company’s existing compensation policy for non-employee trustees, which is described under Item 5.02 “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 2022. Ms. Wood will not receive cash compensation for her service as a non-employee trustee. There are no arrangements or understandings between either of Dr. Swain or Ms. Wood and any other person pursuant to which she was selected to serve on the Board. There are also no transactions or relationships between either of Dr. Swain or Ms. Wood and the Company that would require disclosure under Item 404(a) of Regulation S-K.
 
 
 
 
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.
 
 
NEXPOINT DIVERSIFIED REAL ESTATE TRUST
   
By:
  
/s/ Brian Mitts
   
Name: Brian Mitts
Title: Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer
 
Date: August 5, 2022
 
 
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