Transcontinental Realty Investors (TCI) Proxy filing summary

Executive summary

• Annual Meeting scheduled for December 11, 2024, to elect five directors and ratify the appointment of the independent auditor.

• Only stockholders of record as of November 6, 2024, are entitled to vote; 8,639,316 shares outstanding.

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

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.

• Affiliates holding 86.2% of shares intend to vote in favor of both proposals.

• Stockholder proposals for the 2025 meeting must be received by December 31, 2024.

Board of directors and corporate governance

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

• Board committees: Audit, Compensation, and Governance & Nominating, all with independent members.

• Presiding Director role established to lead executive sessions of non-management directors.

• Board met five times in 2023; all directors attended at least 75% of meetings.

• Directors' compensation includes annual retainers and fees for special services; total paid in 2023 was $54,332.