Shareholders Block Greystone's Executive Incentive Plan Amid Low Voter Turnout

Rhea-AI Filing Summary

Greystone Housing Impact Investors LP (NYSE: GHI) reports the failure of a key consent solicitation to extend their 2015 Equity Incentive Plan. The proposal, which sought to extend the plan's term to June 24, 2027, did not receive the required majority approval from BUC (Beneficial Unit Certificate) holders.

Key voting results:

• Total eligible BUCs: 23,397,437
• Required for approval: 11,698,719 (majority)
• Total votes cast: 8,131,758 (34.8% participation)
• Voting breakdown: 7,003,553 For, 777,689 Against, 350,516 Abstain

The low voter turnout of 34.8% fell significantly short of the required threshold for approval, effectively preventing the extension of the Incentive Plan. This outcome may impact the partnership's ability to offer equity-based compensation to key personnel beyond the current plan's expiration.

Positive

• None.

Negative

• Failed to secure shareholder approval for extending the 2015 Equity Incentive Plan, with only 34.8% of outstanding shares voting and falling short of required majority approval
• Low shareholder participation rate (34.8%) in the consent solicitation indicates potential shareholder engagement issues

Insights

Corporate Governance Specialist

GHI's proposal to extend their equity incentive plan failed due to low unitholder participation despite strong support from voters.

This 8-K filing reports that Greystone Housing Impact Investors LP (GHI) failed to secure approval for extending their Equity Incentive Plan to June 24, 2027. The proposal required a majority of all outstanding units (11,698,719 BUCs) to vote in favor, but received only 7,003,553 supporting votes despite 86% approval among those who participated.

The low voter turnout is particularly noteworthy - only 34.8% of eligible units (8,131,758 out of 23,397,437) participated in the consent solicitation. This created a mathematical impossibility for approval, as even near-unanimous support among participants couldn't reach the required threshold.

This outcome illustrates a fundamental governance dynamic where the participation hurdle proved more challenging than securing voter support. The filing doesn't specify when the current incentive plan expires, but the failure to extend it could potentially impact GHI's compensation framework for executives and key employees.

The voting breakdown reveals strong support among participating unitholders:

• For: 7,003,553 units (86% of votes cast)
• Against: 777,689 units (9.6% of votes cast)
• Abstain: 350,516 units (4.3% of votes cast)

This result demonstrates how governance structures requiring approval from a majority of all outstanding units - rather than just those voting - can significantly impact corporate action outcomes, even when proposed measures enjoy substantial support from active participants.

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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): June 16, 2025

Greystone Housing Impact Investors LP

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-41564	47-0810385
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
14301 FNB Parkway, Suite 211
Omaha, Nebraska				68154
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 402 952-1235

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Beneficial Unit Certificates representing assignments of limited partnership interests in Greystone Housing Impact Investors LP		GHI		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 5.07 Submission of Matters to a Vote of Security Holders.

On April 30, 2025, Greystone Housing Impact Investors LP (the “Partnership”) filed a definitive Consent Solicitation Statement with the Securities and Exchange Commission (“SEC”) (the “Consent Solicitation Statement”) and commenced a solicitation of consents (the “Consent Solicitation”) of the Partnership’s holders of beneficial unit certificates representing assigned limited partnership interests (“BUC Holders”) to consider and consent to a proposal to amend the Amended and Restated Greystone Housing Impact Investors LP 2015 Equity Incentive Plan (the “Incentive Plan”) to extend the term of the Incentive Plan to June 24, 2027.

The Consent Solicitation expired at 11:59 p.m. Eastern Daylight Time on June 16, 2025. The foregoing proposal did not receive the required number of votes to be approved by the Partnership’s BUC Holders pursuant to the Consent Solicitation.

Only BUC Holders of record as of the close of business on April 28, 2025 (the “Record Date”) were entitled to receive notice of and to vote in the Consent Solicitation. As of the Record Date, a total of 23,397,437 beneficial unit certificates representing assigned limited partnership interests in the Partnership (“BUCs”) were issued and outstanding and entitled to vote in the Consent Solicitation. Approval of the proposal to amend the Incentive Plan required the affirmative vote of the holders of a majority the BUCs outstanding as of the close of business on the Record Date (or 11,698,719 BUCs). Abstentions and broker non-votes had the same effect as a vote against the proposal. Of the 23,397,437 BUCs outstanding as of the Record Date, 8,131,758 BUCs, or 34.8%, were voted prior to the expiration of the Consent Solicitation. The proposal the BUC Holders voted upon in the Consent Solicitation is described in detail in the Consent Solicitation Statement. The final result of the vote regarding the proposal is set forth below.

Proposal: To approve an amendment to the Amended and Restated Greystone Housing Impact Investors LP 2015 Equity Incentive Plan to extend the term of the Incentive Plan to June 24, 2027.

For				Against				Abstain				Broker Non-Votes
	7,003,553				777,689				350,516			-0-

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

Exhibit Number		Description
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 thereunto duly authorized.

			Greystone Housing Impact Investors LP
Date:	June 20, 2025	By:	/s/ Jesse A. Coury
			Printed: Jesse A. Coury Title: Chief Financial Officer

FAQ

What was the outcome of GHI's Consent Solicitation vote on June 16, 2025?

The proposal to extend the Greystone Housing Impact Investors LP's 2015 Equity Incentive Plan to June 24, 2027 did not receive the required number of votes for approval. Only 8,131,758 BUCs (34.8%) of the total 23,397,437 outstanding BUCs were voted, falling short of the required majority threshold of 11,698,719 BUCs needed for approval.

How many GHI shareholders voted in favor of extending the Equity Incentive Plan?

Of the votes cast, 7,003,553 BUCs voted in favor of extending the Equity Incentive Plan, while 777,689 voted against and 350,516 abstained. There were no broker non-votes. However, this favorable vote count was insufficient to meet the required majority threshold for approval.

What was the required voting threshold for GHI's Incentive Plan amendment to pass?

The proposal required the affirmative vote of a majority of BUCs outstanding as of the April 28, 2025 Record Date, which meant at least 11,698,719 BUCs needed to vote in favor of the amendment. Abstentions and broker non-votes counted as votes against the proposal.

When did GHI initiate the Consent Solicitation process and what was its purpose?

GHI (Greystone Housing Impact Investors LP) filed the definitive Consent Solicitation Statement with the SEC on April 30, 2025. The purpose was to seek BUC holders' approval to amend the 2015 Equity Incentive Plan by extending its term to June 24, 2027.