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): ~~September~~October 113, 2017

NEXPOINT MULTIFAMILY CAPITAL TRUST, INC.

(Exact Name Of Registrant As Specified In Charter)

Maryland

333-200221

46-4106316

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

300 Crescent Court, Suite 700

Dallas, Texas 75201

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 628-4100

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 (see General Instruction A.2. below):

☐

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 51.0701. ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

OnFourth ~~September 11,~~Amendment 2017, NexPoint Multifamily Capital Trust, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). All matters submitted for approval by the Company’s stockholders, as described in the Company’s proxy statement, were approved. The number of shares of common stock entitled to ~~vote~~Revolving atCredit ~~the~~Agreement ~~Annual Meeting was 1,130,332, representing the number of Class A shares of common stock outstanding as of August 30, 2017, the record date for the Annual Meeting.~~

~~The~~On ~~results~~October 3, 2017, NexPoint Multifamily Operating Partnership, L.P. (the “OP”), the wholly-owned operating partnership of ~~each~~NexPoint ~~matter~~Multifamily ~~voted~~Capital onTrust, ~~were~~Inc. (the “Company”), and Highland Capital Management, L.P. (together with the OP, the “Borrowers”) and KeyBank National Association entered into an amendment (the “Fourth Amendment”) to the revolving credit agreement, dated April 7, 2016, as ~~follows:~~amended (the “Key Revolver”) to extend the maturity date of the Key Revolver to October 16, 2017.

1.The ~~Election~~foregoing summary of ~~directors.~~the ~~The~~Fourth ~~following~~Amendment ~~directors~~does ~~were~~not ~~elected~~purport ~~for~~to ~~terms~~be ~~expiring~~complete atand is qualified in its entirety by reference to the ~~2018~~Fourth Amendment, ~~annual~~a ~~meeting~~copy of ~~stockholders:~~which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.

	Votes For		VotesWithheld		BrokerNon-Votes
Brian Mitts		1,092,958		—		—
D. Kirk McAllaster, Jr.		1,092,958		—		—
John M. Pons		1,092,958		—		—

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

96On October 5, 2017, the Company held a special meeting of stockholders (the “Special Meeting”).7% The Company’s stockholders approved the Company’s 2017 Long-Term Incentive Plan (“2017 LTIP”) to revise the effective date of the 2017 LTIP. The number of shares of common stock entitled to vote ~~voted~~at ~~“For”~~the Special Meeting was 1,130,332, representing the ~~proposal~~number of Class A shares of common stock outstanding as of September 21, 2017, the record date for the Special Meeting.

2.The ~~Approval~~results of aeach ~~form~~matter ofvoted ~~the~~on ~~Company’s~~were ~~articles~~as offollows: ~~amendment and restatement. This proposal was approved.~~

Votes For		Votes Against		Abstentions		Broker Non-Votes
1,092,958		—		—		—

1.	Approval of the 2017 LTIP. This proposal was approved.

96.7% of the shares of common stock entitled to vote voted “For” the proposal.


Votes For	Votes Against	Abstentions	Broker Non-Votes
1,096,014	2,778	568	—

396.96% ~~Approval~~shares of acommon ~~form~~stock ofentitled ~~the~~to ~~Company’s~~vote ~~amended~~voted ~~and~~“For” ~~restated~~the ~~advisory agreement. This~~ proposal ~~was approved~~.

Votes For		Votes Against		Abstentions		Broker Non-Votes
110,448		—		—		—

Item 9.01. Financial Statements and Exhibits.

~~74.7%~~(d) ~~of the shares of common stock entitled to vote voted “For” the proposal~~Exhibits.

410.1 ~~Approval~~Fourth ofAmendment ato ~~form~~Revolving ofCredit ~~the~~Agreement, ~~2017~~by ~~LTIP~~and among Highland Capital Management, L.P. ~~This~~and ~~proposal~~NexPoint ~~was~~Multifamily ~~approved~~Operating Partnership, L.P. as Borrowers and KeyBank, National Association as Lender and Administrative Agent, dated October 3, 2017.

Votes For		Votes Against		Abstentions		Broker Non-Votes
1,092,958		—		—		—

SIGNATURES

~~96.7%~~Pursuant ~~shares~~to the requirements of ~~common~~the ~~stock~~Securities ~~entitled~~Exchange Act of 1934, the registrant has duly caused this report to ~~vote~~be ~~voted~~signed ~~“For”~~on its behalf by the ~~proposal~~undersigned hereunto duly authorized.

5.NEXPOINT ~~Ratification~~MULTIFAMILY ofCAPITAL ~~appointment~~TRUST, ofINC. ~~KPMG~~By: ~~LLP~~/s/ asBrian ~~the~~Mitts ~~Company’s~~Name: ~~independent~~Brian ~~registered~~Mitts ~~public~~Title: ~~accounting~~Chief ~~firm~~Financial ~~for~~Officer, ~~2017.~~Executive ~~The~~VP-Finance ~~appointment~~and ~~was ratified.~~Treasurer

Votes For		Votes Against		Abstentions
1,092,958		—		—

Date: October 6, 2017

96.7% of the shares of common stock entitled to vote voted “For” the proposal.

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 MULTIFAMILY CAPITAL TRUST, INC.

By: /s/ Brian Mitts Name: Brian Mitts Title: Chief Financial Officer, Executive VP-Finance and Treasurer

Date: September 12, 2017

Filing Compare · Nexpoint Multifamily Capital Trust, Inc.