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21-Sep-2012
Change in Directors or Principal Officers, Regulation FD Disclosure,
Appointment of Officer
On September 17, 2012, the Board of Directors (the "Board") of Steadfast Income
REIT, Inc. (the "Company") appointed Ms. Ella Shaw Neyland as President of the
Company, effective as of October 1, 2012. Ms. Neyland currently serves as a
director of the Company and as the Audit Committee Chairperson. Upon assuming
her role as President of the Company, Ms. Neyland will no longer be considered
an independent director under the Company's Second Articles of Amendment and
Restatement. As a result, Ms. Neyland has resigned from the Company's Audit
Committee, effective October 1, 2012, although Ms. Neyland will continue to
serve as a member of the Board as a non-independent director. The Board has
appointed Ms. Neyland to serve as a member of the Investment Committee,
effective as of October 1, 2012.
Mr. Rodney F. Emery, the Company's Chief Executive Officer and President has
resigned from the office of President of the Company, effective October 1, 2012,
to allow Ms. Neyland to assume the role of President. Mr. Emery remains Chief
Executive Officer of the Company.
Biographical information on Ms. Neyland is provided below.
Ella Shaw Neyland, age 58, has served on the Company's Board since October 2011.
From October 2011 to September 2012, Ms. Neyland served as the Company's Audit
Committee Chairman. Ms. Neyland is a Founder and was the Chief Financial Officer
for Thin Centers MD (the "TCMD"), which provides medically supervised weight
loss programs. Prior to founding TCMD in June 2010, Ms. Neyland was a Founder of
Santa Barbara Medical Innovations, LLC, a privately owned company that owns and
leases low-level lasers to medical groups, and served as its Chief Financial
Officer from June 2009 to February 2011. From October 2004 to December 2008, Ms.
Neyland was a financial advisor and an owner of Montecito Medical Investment
Company, a private real estate acquisition and development company headquartered
in Santa Barbara, California. While with Montecito Medical Investment Company,
Ms. Neyland advised the company in the acquisition of 43 medical properties with
over two million square feet of space in 13 states and advised the affiliate
company, Montecito Property Company, in the acquisition of 8,300 apartments in
29 communities. From April 2001 to September 2004, Ms. Neyland served as the
Executive Vice President, Treasurer and Investor Relations Officer of United
Dominion Realty Trust, Inc., where Ms. Neyland was responsible for capital
market transactions, banking relationships and presentations to investors and
Wall Street analysts. Ms. Neyland also served as a voting member of the
Investment Committee of United Dominion Realty Trust, Inc. that approved the
repositioning of over $3 billion of investments. Prior to working at United
Dominion Realty Trust, Inc., Ms. Neyland served as the Chief Financial Officer
at Sunrise Housing, LTD, a privately owned apartment development company, from
November 1999 to March 2001. Ms. Neyland also served as Executive Director of
CIBC World Markets, which provides investment, research and corporate banking
products, from November 1997 to October 1999. From July 1990 to October 1997,
Ms. Neyland served as the Senior Vice President of Finance and the Vice
President of Troubled Debt Restructures/Finance for the Lincoln Property
Company, a commercial real estate development and management company. From
November 1989 to July 1990, Ms. Neyland was the Vice President/Portfolio Manager
at Bonnet Resources Corporation, a subsidiary of BancOne. Prior to Ms. Neyland's
employment at Bonnet Resources Corporation, Ms. Neyland served on the board of
directors and as the Senior Vice President/Director of Commercial Real Estate
Lending at Commerce Savings Association, a subsidiary of the publicly held
American Century Corporation, from May 1983 to March 1989. Ms. Neyland received
a Bachelor of Science in Finance from Trinity University in San Antonio, Texas.
Election of Directors
On September 17, 2012, the Board increased the authorized number of directors
constituting the Board from five to seven, effective as of October 1, 2012, to
address the growing needs of the Company. The Board elected Dr. Kerry Dean
Vandell and Mr. Ned Brines to serve as independent directors on the Board to
fill the vacancies on the Board created by the Board's increase in the
authorized number of directors. Effective October 1, 2012, Dr. Vandell and Mr.
Brines will each serve as a director until the Company's next annual meeting of
stockholders and until each of their successors is elected and duly qualified.
The Board also appointed Dr. Vandell to serve as a member of the Audit
Committee, effective October 1, 2012, in order to fill the vacancy on the Audit
Committee created by Ms. Neyland's resignation. Dr. Vandell will also serve as
the Chairman of the Audit Committee and has been designated as the Audit
Committee's financial expert. The Board appointed Mr. Brines to serve as a
member of the Investment Committee, effective October 1, 2012. The election of
Dr. Vandell and Mr. Brines to the Board was not made pursuant to any arrangement
or understanding between each of them and any other person.
Pursuant to the Company's Independent Directors' Compensation Plan, on October
1, 2012, the Company will grant 5,000 shares of restricted common stock to each
of Dr. Vandell and Mr. Brines in connection with each of their initial elections
to the Board. The shares of restricted common stock vest in four equal annual
installments beginning on the date of grant and ending on the third anniversary
of the date of grant; provided, however, that the shares of restricted stock
will become fully vested on the earlier to occur of (1) the termination of each
of Dr. Vandell and Mr. Brines service as a director due to each of their death
or disability, or (2) a change in control of the Company.
Biographical information on Dr. Vandell and Mr. Brines is provided below.
Dr. Vandell, age 65, currently serves as the Dean's Professor of Finance and
Director of the Center for Real Estate at the Paul Merage School of Business at
the University of California-Irvine (UCI), having joined UCI in July 2006. He
also has held courtesy appointments at UCI's School of Law and the Department of
Planning, Policy and Design in the School of Social Ecology since 2008. Before
joining UCI, Dr. Vandell was on the faculty of the University of
Wisconsin-Madison for 17 years (1989-2006), where he served as the Tiefenthaler
Chaired Professor of Real Estate and Urban Land Economics, the Director of the
Center for Urban Land Economics Research, and the Chairman of the Department of
Real Estate and Urban Land Economics. His first academic appointment was at
Southern Methodist University (1976-1989), where he ultimately served as
Professor and Chairman of the Department of Real Estate and Regional Science.
Dr. Vandell received his Ph.D. from the Massachusetts Institute of Technology in
Urban Studies and Planning, his M.C.P. in City and Regional Planning from
Harvard University, and his undergraduate and masters degrees in Mechanical
Engineering from Rice University. He has authored or co-authored over 70
publications and has been invited to provide numerous presentations on the
topics of finance, economics and real estate. Dr. Vandell currently serves on
the board of directors of Shopoff Properties Trust, Inc., a public non-traded
real estate investment trust specializing in land investments.
Mr. Brines, age 50, currently serves as the Chief Investment Officer for the
CitizenTrust Wealth Management and Trust division of Citizens Business Bank, a
position he has held since July 2012, where Mr. Brines is responsible for the
investment management discipline, process, products and related sources. In
addition, in September 2008 Mr. Brines founded Montelena Asset Management, a
California based registered investment advisor firm, and currently serves as its
Chief Investment Officer. From June 2010 to July 2012, Mr. Brines served as a
portfolio manager for Andell Holdings, a private family office with significant
and diversified holdings. From May 2001 to September 2008, Mr. Brines served as
a Senior Vice President and senior portfolio manager with Provident Investment
Counsel in Pasadena managing their Small Cap Growth Fund with $1.6 billion in
assets under management (AUM). Mr. Brines was with Roger Engemann & Associate
in Pasadena from September 1994 to March 2001 in which he served as both an
analyst and portfolio manager for their mid cap mutual fund and large cap
Private Client business as the firm grew from $3 billion to over $19 billion in
AUM. Mr. Brines earned an MBA from the University of Southern California and an
undergraduate degree from San Diego State University. Mr. Brines also holds the
Chartered Financial Analyst (CFA) designation and is involved in various
community activities including serving on the investment committee of City of
Hope.
On September 20, 2012, the Company, through SIR Sycamore Terrace, LLC ("SIR
Sycamore Terrace"), a wholly-owned subsidiary of Steadfast Income REIT Operating
Partnership, L.P., the Company's operating partnership, acquired a fee simple
interest in a 178-unit multifamily residential community located in Terre Haute,
Indiana, commonly known as the Sycamore Terrace Apartments (the "Sycamore
Terrace Property"), from a third party seller. SIR Sycamore Terrace acquired the
Sycamore Terrace Property for an aggregate purchase price of $16,500,000,
excluding closing costs. SIR Sycamore Terrace funded the payment of the purchase
price for the Sycamore Terrace Property with the proceeds from the Company's
public offering. The Company intends to obtain mortgage financing on the
Sycamore Terrace Property under normal and customary terms and conditions in the
future.
On September 21, 2012, the Company distributed a press release announcing the
completion of the acquisition of the Sycamore Terrace Property. The full text of
the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated by reference into this Item 7.01.
The information furnished under Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section.
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