WSR DEF 14A Report ended April 3, 2020

o	Preliminary Proxy Statement

o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý	Definitive Proxy Statement

o	Definitive Additional Materials

o	Soliciting Material Pursuant to Section 240.14a-12

ý	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount previously paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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1.	To elect one trustee to serve until our 2021 annual meeting of shareholders and until his successor has been duly elected and qualified (Proposal No. 1);

2.	To approve, in an advisory (non-binding) vote, the compensation of our named executive officers (Proposal No. 2);

3.	To ratify the appointment of Pannell Kerr Forster of Texas, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2020 (Proposal No. 3); and

4.	To transact such other business that may properly come before the meeting or any adjournment or postponement thereof.

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•	Net income per share for full year 2019 attributable to Whitestone REIT of $0.57

•	Funds from operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts ("NAREIT"), for full year 2019 of $0.90 per share

•	Funds from operations core (“FFO Core”) for full year 2019 of $1.06 per share

•	Same store net operating income (“NOI”) growth of 2.4% from the prior year

•	Annualized base rent per leased square foot grew to $19.77 from $19.35 in the prior year

•	Occupancy of 90.3% at December 31, 2019

•	Property Acquisitions of $34.8 million

•	Property Dispositions of $39.7 million by non-consolidated real estate partnership

•	Improvement of net debt to EBITDA, adjusted to 8.6 times from 8.5 times in the prior year

•	Improvement of general and administrative expenses as a percentage of revenue (including pro rata share of non-consolidated real estate partnership) of 70 bps to 16.6% from 17.4% in the prior year

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•	one of our trustees is a female

•	three of the current six independent trustees have been added since 2017

•	average age of trustees has decreased from 70 in 2019 to 67 in 2020

•	average tenure of trustees has decreased from eight years to seven years

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•	You may send another properly completed proxy card bearing a later date, or submit a later-dated proxy by telephone or via the internet, in a timely manner;

•	You may deliver a written notice of revocation, which must be received prior to or at the Annual Meeting, to our Chief Operating Officer and Corporate Secretary, John J. Dee, at Whitestone REIT, 2600 South Gessner Road, Suite 500, Houston, Texas 77063; or

•	You may attend the Annual Meeting virtually via live audio webcast that can be accessed by visiting www.virtualshareholdermeeting.com/WSR2020 , which provides rights and opportunities to revoke your proxy at the Annual Meeting and vote in-person (virtually). However, your attendance at the Annual Meeting will not, by itself, revoke your proxy.

1.	Our Board unanimously recommends a vote “ FOR ” the election of the trustee nominee nominated by the Board.

2.	Our Board unanimously recommends a vote “ FOR ” the approval, in an advisory (non-binding) vote, of the compensation of our named executive officers.

3.	Our Board unanimously recommends a vote “ FOR ” the ratification of the appointment of Pannell Kerr Forster of Texas, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2020.

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•

For the trustee nominee to be elected (Proposal No. 1), such nominee must receive the vote of a plurality of all the votes cast at the Annual Meeting, whether in person (virtually) or by proxy, in respect of his election. This means the nominee receiving the greatest number of “FOR” votes will be elected. Broker non-votes and abstentions will have no impact as they are not counted as votes cast for this purpose, although they will be considered present for the purpose of determining a quorum. In addition, our Corporate Governance Guidelines provide that any nominee for trustee in an uncontested election who receives a greater number of votes “WITHHELD” from his or her election than votes “FOR” such election shall tender his or her resignation for consideration by the Nominating and Corporate Governance Committee, which shall then make a recommendation to the Board, after which the Board will publicly disclose its decision with respect to such resignation within 90 days of the certification of the election results.

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For the advisory vote on executive compensation (Proposal No. 2) to be approved, the proposal must receive the affirmative vote of a majority of all votes cast at the Annual Meeting, whether in person (virtually) or by proxy (which means the votes cast “FOR” the proposal must exceed the votes cast “AGAINST” the proposal). For purposes of this advisory vote, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining a quorum.

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For the ratification of the appointment of our independent registered public accounting firm (Proposal No. 3) to be approved, the proposal must receive the affirmative vote of a majority of all votes cast at the Annual Meeting, whether in person (virtually) or by proxy (which means the number of votes cast “FOR” the proposal must exceed the number of votes cast “AGAINST” the proposal). In determining whether Proposal No. 3 has received the requisite number of affirmative votes, abstentions will not be counted as votes cast and will have no impact, although they will be considered present for the purpose of determining a quorum.

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•	Mr. Mastandrea and Mr. Taylor attended 100% of Board meetings in 2019. Ms. Berry, Mr. Lambert and Mr. Mahaffey attended 80% of the Board meetings in 2019;

•	Mr. Taylor serves as lead independent trustee;

•	Declassification of our Board;

•	Regular trustee performance assessments;

•	Independent Audit, Compensation and Nominating and Corporate Governance Committees;

•	Regular executive sessions of independent trustees;

•	Commitment to diversity;

•	Risk oversight by full Board and Committees; and

•	Share ownership guidelines for executive officers and trustees.

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•	identifying individuals qualified to become trustees;

•	recommending nominees for committees of our Board; and

•	overseeing matters concerning corporate governance practices.

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•	commercial real estate experience;

•	an in-depth knowledge of and working experience in finance or marketing;

•	capital markets or public company experience;

•	university teaching experience in a Master of Business Administration or similar program;

•	experience as a chief executive officer, chief operating officer or chief financial officer of a public or private company; or

•	public or private company board experience.

(1)	As to each individual whom the shareholder proposes to nominate for election or reelection that meets the criteria of serving as a trustee as set forth in the qualifications of trustees section of our bylaws (Article III, Section 3):

•	all information relating to the proposed nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the proposed nominee as a trustee in an election contest (even if an election contest is not involved), or

•	would otherwise be required in connection with the solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder (including the proposed nominee’s written consent to being named in the proxy statement as a nominee and to serving as a trustee if elected).

(2)	As to any business that the shareholder proposes to bring before the meeting:

•	a description of the business; and

•	the shareholder’s reasons for proposing the business at the meeting and any material interest in the business of the shareholder or any shareholder associated person (as defined in our bylaws),

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(3)	As to the shareholder giving the notice, any proposed nominee and any shareholder associated person:

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the class, series and number of all common shares or other securities of Whitestone or any of its affiliates (also referred to as Whitestone securities), if any, that are owned (beneficially or of record) by the shareholder, proposed nominee or shareholder associated person, the date on which each Whitestone security was acquired and the investment intent of the acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of common shares or other security) in any Whitestone securities of any person;

•	the record or “street name” holder for, and number of, any Whitestone securities owned beneficially but not of record by the shareholder, proposed nominee or shareholder associated person;

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whether and the extent to which the shareholder, proposed nominee or shareholder associated person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (i) manage for the Whitestone shareholder, proposed nominee or shareholder associated person the risk or benefit of changes in the price of (x) Whitestone securities or (y) any security of any entity that was listed in the peer group in the share performance graph in the most recent annual report to shareholders of Whitestone or (ii) increase or decrease in the voting power of the shareholder, proposed nominee or shareholder associated person in Whitestone or any affiliate thereof (or, as applicable, in any peer group company) disproportionately to the person’s economic interest in the company securities (or, as applicable, in any peer group company); and

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any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with Whitestone), by security holdings or otherwise, of the shareholder, proposed nominee or shareholder associated person, in Whitestone or any affiliate thereof, other than an interest arising from the ownership of Whitestone’s securities where the shareholder, proposed nominee or shareholder associated person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series.

(4)	As to the shareholder giving the notice, any shareholder associated person with an interest or ownership referred to in paragraphs (2) and (3) above and any proposed nominee:

•	the name and address of the shareholder, as they appear on our share ledger, and the current name and business address, if different, of each shareholder associated person and any proposed nominee;

•	the investment strategy or objective, if any, of the shareholder and each shareholder associated person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in the shareholder, each shareholder associated person and any proposed nominee; and

•	to the extent known by the shareholder giving the notice, the name and address of any other shareholder supporting the nominee for election or reelection as a trustee or the proposal of other business on the date of the shareholder’s notice.

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•	overseeing our accounting and financial reporting process, the audits of our financial statements; and assisting the Board in its oversight of the following:

•	management’s responsibilities to assure there is in place an effective system of internal controls over financial reporting;

•	the qualifications and independence of our registered public accounting firm;

•	the performance of our registered public accounting firm; and

•	our compliance with our ethical standards, policies, plans and procedures, and applicable laws and regulations.

•	assisting our Board in discharging its responsibilities relating to our overall compensation and benefit structure;

•	producing an annual report on executive compensation for inclusion in our proxy statement in accordance with applicable rules and regulations;

•	reviewing and approving Chief Executive Officer compensation as well as executive officer compensation;

•	annually reviewing and making recommendations to the Board concerning the adoption, terms and operation of the Company’s compensation plans for all trustees, officers and other executives, including incentive compensation and equity-based plans that are subject to Board approval; and

•	approving grants and/or awards of restricted shares, share options and other forms of equity-based compensation, and otherwise administer the Company’s equity incentive plans in compliance with applicable tax laws.

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•	presiding at meetings of the Board at which the Chairman is not present, including executive sessions of the independent trustees;

•	serving as liaison between the Chairman and the independent trustees;

•	previewing the information to be provided to the Board;

•	approving meeting agendas for the Board;

•	assuring that there is sufficient time for discussion of all meeting agenda items;

•	organizing and leading the Board’s evaluation of the CEO;

•	being responsible for leading the Board’s annual self-assessment.

•	Expenditures for capital projects of over $3.0 million require Board approval, and expenditures for all other items over $1.0 million require Board approval;

•	A Board-level Investment Committee that reviews and approves all acquisition and disposition decisions;

•	A limitation on base salary of $100,000 for any employee hired unless the Compensation Committee approves a greater amount; and

•	A compliance policy regarding insider information, disclosure of non-public information and limitation on employee and trustee transactions of our shares.

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•	Setting general strategy relating to ESG Matters

•	Developing, implementing, and monitoring initiatives and policies based on that strategy

•	Overseeing communications with employees, investors and stakeholders with respect to ESG Matters, and

•	Monitoring and assessing developments relating to, and improving the Company’s understanding of, ESG Matters.

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(1)	Unless otherwise indicated, the address for each beneficial owner is 2600 South Gessner, Suite 500, Houston, Texas 77063.

(2)

Beneficial ownership is determined in accordance with the rules of the SEC that deem shares to be beneficially owned by any person or group who has or shares voting or investment power with respect to those shares. Unless otherwise indicated, and subject to community property laws where applicable, we believe each beneficial owner has sole voting and investment power over the shares beneficially owned.

(3)

Includes 170,350 restricted common share units and 126,431 units of limited partnership interest in our operating partnership (“OP units”), held by Midwest Development Venture IV, of which Mr. Mastandrea is the general partner and a limited partner, that contain no voting rights and with respect to which Mr. Mastandrea has sole investment power, which are currently redeemable for cash or, at our option, for common shares on a one-for-one basis. Excludes 188,814 restricted common share units issued pursuant to the 2008 and 2018 Plans that contain no voting or dividend rights and are subject to vesting dependent on our achieving certain performance targets, and 200,000 restricted common share units issued pursuant to the 2008 Plan that contain no voting or dividend rights and are subject to vesting only in the event of a Change in Control (as defined in the 2008 Plan). Also includes 191,212 common shares and 39,181 restricted common share units held by Christine J. Mastandrea, Mr. Mastandrea’s spouse. Mr. Mastandrea disclaims beneficial ownership of shares held by his spouse, except to the extent of his pecuniary interest therein.

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(4)	The total number of common shares outstanding used in calculating Mr. Mastandrea’s and Ms. Mastandrea’s percentage ownership assumes that all OP units held by Mr. Mastandrea are redeemed for common shares and none of the OP units held by other persons are redeemed for common shares.

(5)

Includes 80,917 restricted common share units. Excludes 89,687 restricted common share units issued pursuant to the 2008 and 2018 Plan that contain no voting or dividend rights and are subject to vesting dependent on our achieving certain performance targets, and 150,000 restricted common share units issued pursuant to the 2008 Plan that contain no voting or dividend rights and are subject to vesting only in the event of a Change in Control.

(6)

Includes 37,846 restricted common share units. Excludes 43,428 restricted common share units issued pursuant to the 2008 and 2018 Plan that contain no voting or dividend rights and are subject to vesting dependent on our achieving certain performance targets, and 75,000 restricted common share units issued pursuant to the 2008 Plan that contain no voting or dividend rights and are subject to vesting only in the event of a Change in Control.

(7)

Includes 39,181 restricted common share units. Excludes 43,428 restricted common share units issued pursuant to the 2008 and 2018 Plan that contain no voting or dividend rights and are subject to vesting dependent on our achieving certain performance targets, and 100,000 restricted common share units issued pursuant to the 2008 Plan that contain no voting or dividend rights and are subject to vesting only in the event of a Change in Control.

(8)

Includes 39,181 restricted common share units. Excludes 43,428 restricted common share units issued pursuant to the 2008 and 2018 Plan that contain no voting or dividend rights and are subject to vesting dependent on our achieving certain performance targets, and 100,000 restricted common share units issued pursuant to the 2008 Plan that contain no voting or dividend rights and are subject to vesting only in the event of a Change in Control. Also includes 15,204 common shares pledged to secure a margin loan and 1,018,582 common shares, 170,350 restricted common share units and 201,728 OP Units, which are currently redeemable for cash or, at our option, for common shares on a one-for-one basis, held by James C. Mastandrea, Ms. Mastandrea’s spouse. Ms. Mastandrea disclaims beneficial ownership of shares held by her spouse, except to the extent of her pecuniary interest therein.

(9)	Except as otherwise described herein, none of the shares beneficially owned by our trustees or named executive officers have been pledged as security for an obligation.

(10)	In computing the aggregate number of shares and units beneficially owned and the aggregate percentage ownership by all executive officers and trustees as a group, shares and units beneficially owned by both Mr. Mastandrea and Ms. Mastandrea have not been counted twice.

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(1)	The indicated ownership is based solely upon an amendment to Schedule 13G filed with the SEC by the beneficial owner on February 4, 2020 reporting beneficial ownership as of December 31, 2019. BlackRock, Inc. possessed sole voting power over 6,363,494 common shares and sole dispositive power over 6,505,527 common shares.

(2)

The indicated ownership is based solely upon an amendment to Schedule 13G filed with the SEC by the beneficial owner on February 12, 2020 reporting beneficial ownership as of December 31, 2019. The Vanguard Group, Inc. possessed sole voting power over 36,871 common shares, shared voting power over 2,500 common shares, sole dispositive power over 4,272,126 common shares and shared dispositive power with Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., wholly-owned subsidiaries, over 34,586 common shares.

(3)	The indicated ownership is based solely upon an amendment to Schedule 13G filed with the SEC by the beneficial owner on February 12, 2020 reporting beneficial ownership as of December 31, 2019. Invesco Ltd. possessed sole voting power over 2,246,853 common shares and sole dispositive power over 2,246,853 common shares.

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•	Annual fee of $30,000

•	Lead independent trustee fee of $6,250

•	Annual share grant - $50,000 grant date value

•	Annual committee fees of:

◦	Chair-Audit Committee - $7,500

◦	Chair-Compensation Committee - $6,500

◦	Chair-Nominating and Governance Committee - $5,000

◦	Member-Audit Committee - $6,000

◦	Member-Compensation Committee - $5,000

◦	Member-Nominating and Governance Committee - $3,000

•	Annual fee of $40,000

•	Lead independent trustee fee of $12,500

•	Annual share grant - $60,000 grant date value

•	Annual committee fees of:

◦	Chair-Audit Committee- $15,000

◦	Chair-Compensation Committee - $13,000

◦	Chair-Nominating and Governance Committee - $10,000

◦	Member-Audit Committee - $12,000

◦	Member-Compensation Committee - $10,000

◦	Member-Nominating and Governance Committee - $6,000

(1)	James C. Mastandrea, our Chairman of the Board and Chief Executive Officer, is not included in the table as he is an employee and thus receives no compensation for his services as a trustee. The compensation received by Mr. Mastandrea is included under “Executive Compensation - Summary Compensation Table” below.

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(2)

On December 12, 2019, Ms. Berry and Messrs. Keating, Lambert, Taylor and Mahaffey were awarded 3,000 common shares each, and Mr. Khan was awarded 1,562 common shares. Ms. Berry and Mr. Lambert were paid a portion of their trustee fees in common shares. The share award amounts represent the grant date fair value of share awards measured in accordance with ASC Topic 718, utilizing the assumptions discussed in Note 15 to our audited financial statements for the year ended December 31, 2019 as included in our Annual Report.

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•	Publicly-traded Shopping Center REIT industry peer-leading total shareholder return (“TSR”), placing Whitestone #1 of 17 over 3 years and #2 of 17 over 5 years

•	Increased net income per share to $0.57 from $0.52 in 2018

•	Achieved FFO of $0.90 per share

•	Achieved FFO Core of $1.06 per share

•	Grew same store net operating income (“NOI”) by 2.4%

•	Grew Annualized Base Rent per leased square foot to $19.77 from $19.35

•	Property Acquisitions of $34.8 million

•	Property Dispositions of $39.7 million

•	Improvement of net debt to EBITDA, adjusted to 8.6 times from 8.5 times

•	Improvement of general and administrative expenses as a percentage of revenue (including pro rata share of non-consolidated real estate partnership) of 80 bps to 16.6% from 17.4%

•	Rental rates on new and renewal leases signed in 2019 increased 9.6% and 10.2%, respectively, on a GAAP basis

•	$13.3 million in capital improvements to properties and new development

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(1)

The grant date fair value for each Time-Based Unit of $10.63 was determined in accordance with ASC Topic 718, utilizing the assumptions discussed in Note 15 to our audited financial statements for the year ended December 31, 2019 as included in our Annual Report filed with the SEC on March 2, 2020. The grant date fair value for each TSR Unit of $8.22 was determined using the Monte Carlo simulation method and is being recognized as share-based compensation expense ratably from the June 30, 2019 grant date to the end of the performance period, December 31, 2021. The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award grant and calculates the fair value of the award. Expected volatilities utilized in the model were estimated using a historical period consistent with the performance period of approximately three years. The risk-free interest rate was based on the United States Treasury rate for a term commensurate with the expected life of the grant.

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◦	Public real estate companies structured as equity REITs that own, invest, manage and develop real estate assets similar to us through an integrated and self-managed operating platform,

◦	Companies of similar size,

◦	Companies in the retail REIT industry,

◦	Companies with similar financial metrics. Specifically we looked for companies with financial metrics that were within 0.50 - 3.0 times of Whitestone’s market capitalization, enterprise value, total assets, annual revenue and EBITDA.

◦	Removal of Wheeler REIT (NYSE:WHLR) due to a significant reduction in its market capitalization and Urban Edge Properties (NYSE:UE) due to revenue, market capitalization and enterprise value all being aligned above the 0.50 - 3.0 times criteria.

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◦	Addition of Clipper Realty, Inc (NYSE:CLPR) and Pennsylvania REIT (NYSE:PEI) due to similarity of financial metrics and operations.

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•	Longnecker has not provided and will not provide any other services to the Company other than compensation consulting services.

•	The fees paid to Longnecker by the Company were less than 1% of Longnecker's total revenue for the year.

•	Longnecker has developed and provided to the Company a Conflict of Interest Policy.

•	There are no business or personal relationships between Longnecker and any member of the Compensation Committee or any executive officer of the Company.

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(1)

Represents the grant date fair value of 121,655, 57,786, 27,981, 27,981and 27,981 TSR Units granted to Messrs. Mastandrea, Holeman, Dee, and Johnson and Ms. Mastandrea, respectively, and 94,073, 44,685, 21,637, 21,637 and 21,637 Time-Based Units granted to Messrs. Mastandrea, Holeman, Dee, and Johnson and Ms. Mastandrea, respectively. The grant date fair values disclosed in the table were calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification, or ASC, Topic 718, “Compensation-Stock Compensation,” utilizing the assumptions discussed in Note 15 to our audited financial statements for the year ended December 31, 2019 as included in our Annual Report filed with the SEC on March 2, 2020 and are based on performance at target. The Time-Based Units were granted under the 2018 Plan in 2019, the vesting of which is contingent upon the passage of time and vest in equal installments on June 30, 2020, 2021 and 2022. Maximum performance under the TSR Units and Time-Based Units would result in a grant date fair value of $3,000,000, $1,425,000, $690,000, $690,000 and $690,000 to Messrs. Mastandrea, Holeman, Dee and Johnson and Ms. Mastandrea, respectively.

(2)

Represents the grant date fair value of 67,159, 31,901, 15,447, 15,447and 15,447 TSR Units to Messrs. Mastandrea, Holeman, Dee, and Johnson and Ms. Mastandrea, respectively, and 114,416, 54,348, 24,314, 26,316 and 26,316 Time-Based Units to Messrs. Mastandrea, Holeman, Dee, and Johnson and Ms. Mastandrea, respectively. The grant date fair values disclosed in the table were calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification, or ASC, Topic 718, “Compensation-Stock Compensation,” utilizing the assumptions discussed in Note 15 to our audited financial statements for the year ended December 31, 2018 as included in our Annual Report filed with the SEC on March 15, 2019 and are based on performance at target. The Time-Based Units were granted under the 2018 Plan in 2018, the vesting of which is contingent upon the passage of time and vest in equal installments on March 16, 2019, 2020 and 2021. Maximum performance under the TSR Units and Time-Based Units would result in a grant date fair value of $3,000,000, $1,425,000, $655,000, $690,000 and $690,000 to Messrs. Mastandrea, Holeman, Dee and Johnson and Ms. Mastandrea, respectively.

(3)	Represents the grant date fair value of 200,000, 150,000, 75,000, 100,000 and 100,000 CIC Units to Messrs. Mastandrea, Holeman, Dee and Johnson and Ms. Mastandrea, respectively, 80,841, 38,399, 17,179, 18,593 and 18,593 TSR Units to Messrs. Mastandrea, Holeman, Dee and Johnson and Ms. Mastandrea, respectively, and 5,000 FFO

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(4)	Represents (a) the incremental cost of a Whitestone automobile not used exclusively for business purposes, (b) matching contributions under our 401(k) plan and (c) health insurance.

(5)	Represents (a) the incremental cost of a Whitestone automobile not used exclusively for business purposes, and (b) matching contributions under our 401(k) plan.

(6)	Represents matching contributions under our 401(k) plan.

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(1)	Shares vested on March 16, 2019, March 31, 2019 and December 31, 2019.

(2)	Based on the closing price of common shares of $11.90, $12.02 and $13.62 on March 16, 2019, March 31, 2019 and December 31, 2019, respectively.

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•	any person or entity, including a “group” as defined in Section 13(d)(3) of the Exchange Act, other than us or one of our wholly-owned subsidiaries or any employee benefit plan of us or any of our subsidiaries, becomes the beneficial owner of 35% or more of the combined voting power of our outstanding securities that may be cast for the election of our trustees;

•

as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination or contested election, less than a majority of the voting power of our outstanding securities or any successor company or entity entitled to vote generally in the election of our trustees or other corporation or entity after such transaction is held in the aggregate by our security holders entitled to vote generally in the election of our trustees immediately prior to such transaction;

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during any period of two consecutive years, individuals who at the beginning of that period constitute our Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by our shareholders, of each of our trustees first elected during that period was approved by a vote of at least two-thirds of our trustees then still in office who were (a) our trustees at the beginning of that period, and (b) not initially (1) appointed or elected to office as a result of either an actual or threatened election and/or proxy contest by or on behalf of a person other than our Board, or (2) designated by a person who has entered into an agreement with us to effect a transaction described in the first two bullet points above or the following two bullet points below;

•	our complete liquidation or dissolution;

•	the sale or other disposition of all or substantially all of our assets to any person; or

•	with respect to award agreements for Messrs. Mastandrea, Dee and Holeman only, a termination of our Chief Executive Officer without cause, excluding non-appealable determinations by a court of law for fraud, gross negligence, or willful neglect, which would be considered termination for cause.

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(1)

Fees for audit services billed in 2019 and 2018 included the following: (i) audits of our annual financial statements and the effectiveness of our internal controls over financial reporting and audits of all related financial statements required to be audited pursuant to regulatory filings; (ii) reviews of unaudited quarterly financial statements; and (iii) services related to the issuance of consents and other services related to SEC matters.

(2)	Fees billed for 2019 and 2018 primarily related to responses to comment letters received from the SEC related to our SEC filings, regulatory audit of material disposition and registration statement.

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