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

TRANSCONTINENTAL REALTY INVESTORS, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada		001-09240		94-6565852
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

1800 Valley View Lane, Suite 300 Dallas, Texas		75234
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 469-522-4200

     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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Section 2 — Financial Information

Item 2.02. Results of Operations and Financial Condition

     On May 16, 2011, Transcontinental Realty Investors, Inc. (“TCI” or the “Issuer” or the “Registrant”) announced its operational results for the quarter ended March 31, 2011. A copy of the announcement is attached as Exhibit “99.1.”

     The information furnished pursuant to Item 2.02 of this Form 8-K, including Exhibit “99.1” attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. We undertake no duty or obligation to publicly-update or revise the information furnished pursuant to Item 2.02 of this Current Report on Form 8-K.

Section 5 — Corporate Governance and Management

Item 5.07. Submission of Matters to a Vote of Securityholders

     On May 11, 2011, the Annual Meeting of Stockholders of TCI was held following a solicitation of proxies pursuant to a Notice of Annual Meeting and related Proxy Statement dated April 6, 2011 distributed in accordance with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended. On the record date of April 4, 2011, 8,413,669 shares of Common Stock were outstanding with each share being entitled to cast one vote.

     At the Annual Meeting, which involved the election of directors, the following named persons received the number of votes cast for, against or withheld, as well as the number of abstention and broker non votes:

		No. of Votes				%				No. of Votes				No. of Votes				Broker Non-
Name		For				For				Against				Abstained				Votes
Henry A. Butler			7,421,170				89.99	%			29,609				—				—
Robert A. Jakuszewski			7,420,200				88.97	%			30,579				—				—
RS L. Lemke			7,421,006				88.98	%			29,773				—				—
Ted R. Munselle			7,420,319				88.97	%			30,460				—				—
Martha C. Stephens			7,420,388				88.97	%			30,391				—				—

All of the nominees named above, each of which is currently a director of the Registrant, were elected at such Annual Meeting.

     The only other matter presented at the Annual Meeting was the ratification of the appointment of Farmer, Fuqua & Huff, P.C. as the independent registered public accounting firm for the Registrant for the fiscal year ending December 31, 2011 and any interim period. A total of 7,676,252 votes were cast FOR, 33,122 votes were cast AGAINST and 14,545 votes ABSTAINED from voting with respect to such proposal.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits.

     The following exhibit is furnished with this Report:

Exhibit
Designation		Description of Exhibit
99.1*		Press Release dated May 16, 2011.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly-caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly-authorized.