NexPoint approves 2026 long-term incentive plan

NexPoint Diversified Real Estate Trust reported results of its Annual Meeting of Shareholders held on June 2, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

NexPoint Diversified Real Estate Trust reported results of its Annual Meeting of Shareholders held on June 2, 2026. Shareholders approved the NexPoint Diversified Real Estate Trust 2026 Long Term Incentive Plan, designed to attract, retain, incentivize and reward eligible participants.

Common shareholders representing 50,219,590 common shares and 3,359,593 Series A preferred shares were entitled to vote as of March 27, 2026. Multiple director nominees each received over 24 million votes for, and other management proposals also drew strong support, with one item receiving 42,760,080 votes for and no broker non-votes.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Common shares entitled to vote: 50,219,590 shares Series A preferred shares entitled to vote: 3,359,593 shares Votes for James Dondero: 27,530,193 votes +2 more

5 metrics

Common shares entitled to vote 50,219,590 shares As of March 27, 2026 record date

Series A preferred shares entitled to vote 3,359,593 shares As of March 27, 2026 record date

Votes for James Dondero 27,530,193 votes Director election at 2026 annual meeting

Highest proposal support 42,760,080 votes for One shareholder proposal at 2026 annual meeting

Broker non-votes on director items 14,436,658 votes Recorded on each listed director election

Key Terms

2026 Long Term Incentive Plan, Annual Meeting of Shareholders, broker non-votes, Cumulative Preferred Shares

4 terms

2026 Long Term Incentive Plan financial

"shareholders approved the NexPoint Diversified Real Estate Trust 2026 Long Term Incentive Plan"

Annual Meeting of Shareholders financial

"On June 2, 2026, NexPoint Diversified Real Estate Trust held its Annual Meeting of Shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

broker non-votes financial

"James Dondero ... 2,416,579 votes withheld and 14,436,658 broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Cumulative Preferred Shares financial

"5.50% Series A Cumulative Preferred Shares, par value $0.001 per share"

Cumulative preferred shares are a class of stock that pays regular fixed payments to holders and keeps a running total of any missed payments, which the company must clear before paying common shareholders. Think of it like a savings account that records skipped interest so the owner gets owed amounts later; this gives investors a steadier income and extra protection compared with common stock, though with limited upside potential.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NexPoint Diversified Real Estate Trust (NXDT) shareholders approve at the 2026 annual meeting?

Shareholders approved the NexPoint Diversified Real Estate Trust 2026 Long Term Incentive Plan. The plan is intended to attract, retain, incentivize and reward eligible participants, as described in the company’s definitive proxy statement filed on April 20, 2026.

How many NexPoint (NXDT) shares were entitled to vote at the June 2, 2026 annual meeting?

A total of 50,219,590 common shares and 3,359,593 5.50% Series A Cumulative Preferred Shares were entitled to vote. These figures represent shares outstanding as of March 27, 2026, the record date for the annual meeting.

How did NexPoint (NXDT) director nominees fare in the 2026 shareholder vote?

Each listed director nominee received over 24 million votes for. For example, James Dondero received 27,530,193 votes for and 2,416,579 votes withheld, with 14,436,658 broker non-votes recorded on his election item.

What were the voting results on one key NexPoint (NXDT) management proposal?

One proposal received 42,760,080 votes for, 1,514,886 votes against and 108,464 abstentions, with no broker non-votes. This indicates broad shareholder participation and a substantial majority in favor of that proposal.

Where can investors find full details of NexPoint’s (NXDT) 2026 Long Term Incentive Plan?

Full details are in the exhibit and proxy materials referenced in the report. The 2026 Long Term Incentive Plan is filed as Exhibit 10.1 and further described under “Proposal 3” in the definitive proxy statement dated April 20, 2026.

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Accepted by SEC EDGAR 06/02/2026 - 04:26 PM EDT

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 2, 2026

NexPoint Diversified Real Estate Trust

(Exact name of registrant as specified in its charter)

Delaware	001-32921	80-0139099
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

300 Crescent Court, Suite 700

Dallas, Texas 75201

(Address of principal executive offices, including zip code)

214-276-6300

(Registrant’s telephone number, including area code)

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
Common Shares, $0.001 par value	NXDT	New York Stock Exchange; NYSE Texas, Inc.

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 June 2, 2026, NexPoint Diversified Real Estate Trust (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the NexPoint Diversified Real Estate Trust 2026 Long Term Incentive Plan (the “2026 LTIP”). The purpose of the 2026 LTIP is to attract, retain, incentivize and reward eligible participants.

For additional information regarding the 2026 LTIP, see “Proposal 3-Approval of the NexPoint Diversified Real Estate Trust 2026 Long Term Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 20, 2026 (the “Proxy Statement”).

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the 2026 LTIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 2, 2026, the Company held its Annual Meeting. The below matters were submitted for approval by the Company’s shareholders, as more fully described in the Proxy Statement. The number of the Company’s common shares (“Common Shares”) entitled to vote at the Annual Meeting was 50,219,590, and the number of the Company’s 5.50% Series A Cumulative Preferred Shares, par value $0.001 per share, liquidation preference $25.00 per share (“Series A Preferred Shares”), entitled to vote at the Annual Meeting was 3,359,593, representing the number of shares outstanding as of March 27, 2026, the record date for the Annual Meeting.

The results of each matter voted on were as follows:

1.	Election of trustees. The following trustees were elected for terms expiring at the 2027 annual meeting of shareholders:

	Votes For	Votes Withheld	Broker Non-Votes
James Dondero	27,530,193	2,416,579	14,436,658
Brian Mitts	27,712,602	2,234,170	14,436,658
Edward Constantino	26,749,675	3,197,097	14,436,658
Scott Kavanaugh	24,208,120	5,738,652	14,436,658
Arthur Laffer	26,863,985	3,082,787	14,436,658
Carol Swain	26,814,757	3,132,015	14,436,658
Catherine Wood	25,305,303	4,641,469	14,436,658

2.	Approval, on an advisory basis, of the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved.

Votes For		Votes Against		Abstentions		Broker Non-Votes
26,993,180		2,516,601		436,991		14,436,658

3.	Approval of the NexPoint Diversified Real Estate Trust 2026 Long Term Incentive Plan. The 2026 LTIP was approved.

Votes For		Votes Against		Abstentions		Broker Non-Votes
26,945,964		2,833,644		167,164		14,436,658

Approval, in accordance with Section 312.03(c) of the New York Stock Exchange Listed Company Manual and Section 11(g) of the Statement of Preferences of 9.00% Series B Cumulative Redeemable Preferred Shares (the “Series B Preferred Shares”), of the issuance of common shares upon the conversion or redemption of any and all of the Series B Preferred Shares. The issuance of common shares upon the conversion or redemption of the Series B Preferred Shares was approved.

Votes For		Votes Against		Abstentions		Broker Non-Votes
27,382,186		2,442,145		122,441		14,436,658

5.	Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026. The appointment was ratified.

Votes For		Votes Against		Abstentions		Broker Non-Votes
42,760,080		1,514,886		108,464		0

6.	Shareholder proposal. The shareholder proposal regarding liquidating the Company’s assets was not approved.

Votes For		Votes Against		Abstentions		Broker Non-Votes
4,570,997		25,160,407		215,368		14,436,658

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	NexPoint Diversified Real Estate Trust 2026 Long Term Incentive Plan
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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/ Paul Richards
	Name:	Paul Richards
	Title:	Chief Financial Officer, Executive VP-Finance, Treasurer and Assistant Secretary

Date: June 2, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 161.7 KB