Transcontinental Realty Investors (TCI) Proxy filing summary

Executive summary

• Annual Meeting scheduled for December 10, 2025, to elect five directors and ratify the independent auditor appointment.

• Only stockholders of record as of October 29, 2025, are entitled to vote; 8,639,316 shares outstanding.

• Board recommends voting FOR all director nominees and auditor ratification.

• Proxy materials and annual reports are available online and by request.

Voting matters and shareholder proposals

• Proposals include election of five directors and ratification of Farmer, Fuqua & Huff, P.C. as independent auditor.

• Plurality of votes required for director election; majority for auditor ratification.

• Related parties hold 86.44% of shares and intend to vote in favor of both proposals.

• Stockholder proposals for the 2026 meeting must be received by December 31, 2025.

Board of directors and corporate governance

• Board consists of five directors, all deemed independent under NYSE standards.

• Standing committees: Audit, Compensation, Governance and Nominating; all members independent.

• Presiding Director role established for executive sessions; Ted R. Munselle currently serves.

• Board met five times in 2024; all directors attended at least 75% of meetings.

• Directors' compensation includes annual retainers and fees for special services; $54,332 paid in 2024.