UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 2, 2020

November 6, 2019

Steadfast Income REIT, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland	000-54674	27-0351641
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of Incorporation)		Identification No.)

18100 Von Karman Avenue, Suite 500

Irvine, California 92612

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (949) 852-0700

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

x☐ 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))

☐	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))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

N/A

Indicate by check mark whether the registrant is an emerging growth company 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~~Emerging ~~1.01~~growth ~~Entry~~company ☐ ~~into a Material Definitive Agreement.~~

~~Renewal~~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 ~~Advisory~~the ~~Agreement~~Exchange Act. ☐

On November 6, 2019, Steadfast Income REIT, Inc. (the “Company”) entered into Amendment No. 12 (the “Amendment”) to the Advisory Agreement (as amended, the “Advisory Agreement”) by and among the Company, Steadfast Income REIT Operating Partnership, L.P., the Company’s operating partnership, and Steadfast Income Advisor, LLC, the Company’s external advisor. The Amendment renews the term of the Advisory Agreement, effective November 15, 2019, for an additional one-year term ending on November 15, 2020.

The material terms of the Amendment described herein are qualified in their entirety by the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

On November 8, 2019, the Company issued an earnings release announcing its financial results for the three and nine months ended September 30, 2019. A copy of the earnings release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 2.02, including the related information set forth in the earnings release attached hereto as Exhibit 99.1 and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by the specific reference in such filing.

Item 5.07

Submission of Matters to a Vote of Security Holders.

~~The~~ On March 2, 2020, Steadfast Income REIT, Inc. (the “Company”) held ~~its~~a ~~annual~~special meeting of its stockholders (the “~~Annual~~SIR Special Meeting”), at which its stockholders were asked to consider and vote on ~~November~~(i) a 6proposal to approve the merger (the “SIR Merger”) of the Company with and into SI Subsidiary, ~~2019~~LLC (“Merger Sub”), a wholly owned subsidiary of Steadfast Apartment REIT, Inc. At(“STAR”), pursuant to the ~~Annual~~Agreement ~~Meeting~~and Plan of Merger, ~~the~~dated ~~holders~~as of 38August 5,~~606~~ 2019,~~709~~ ~~shares~~by ofand among the Company’s, ~~common~~STAR ~~stock~~and ~~were~~the ~~present~~other inparties ~~person~~thereto or(the ~~represented~~“SIR byMerger ~~proxy~~Proposal”), ~~representing~~(ii) ~~approximately~~a ~~52.18%~~proposal to ofapprove the ~~total~~amendment ~~number~~of the charter of ~~shares~~the ~~entitled~~Company to ~~vote~~remove at the ~~meeting.~~provisions ~~The~~related ~~following~~to “Roll-Up Transactions” ~~are~~in connection with the ~~voting~~SIR ~~results~~Merger ~~for~~(the ~~each~~“SIR Charter Amendment”), and (iii) a proposal ~~presented~~to adjourn the SIR Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the ~~Company’s~~proposal ~~stockholders~~to atapprove the ~~Annual~~SIR ~~Meeting:~~Merger.

~~Proposal~~The 1:Company ~~Election~~previously filed with the U.S. Securities and Exchange Commission a definitive proxy statement/prospectus and related materials pertaining to the SIR Merger and the SIR Special Meeting, which describe in detail each of ~~Directors~~the proposals submitted to the Company’s stockholders to be voted on at the SIR Special Meeting.

~~All~~At of the ~~director~~SIR ~~nominees~~Special Meeting, there were ~~elected~~present, toin ~~serve~~person ~~until~~or ~~the~~by ~~next~~proxy, ~~annual~~stockholders ~~meeting~~holding an aggregate of approximately 42,913,088.26 shares of the Company’s ~~stockholders~~common ~~and~~stock, ~~until~~representing ~~their~~approximately ~~successors~~58.06% ~~are~~of ~~elected~~the ~~and~~total ~~qualified.~~number ~~The~~of ~~voting~~73,910,716 ~~results~~shares ~~for~~of ~~each~~the Company’s common stock issued and outstanding as of December 16, 2019, the ~~individuals~~record ~~nominated~~date for ~~election~~the asSpecial ~~directors~~Meeting, ~~were~~and entitled asto ~~follows:~~vote at the Special Meeting.

Name	Votes For	Votes Withheld
Scot B. Barker	35,710,121	2,896,588
Ned W. Brines	35,716,783	2,889,926
Rodney F. Emery	36,198,074	2,408,635
Ella S. Neyland	35,650,834	2,955,875
Don B. Saulic	36,178,840	2,427,869

The final results of the following matters voted on at the SIR Special Meeting are set forth below, excluding any shares beneficially held by certain affiliates as required by the Merger Agreement.

No broker non-votes were cast in the election of the director nominees.


	For		Against		Abstain
Approval of Merger Proposal		38,791,849.28		1,748,044.31		1,750,582.14
Approval of the SIR Charter Amendment		38,955,954.47		1,832,985.52		2,124,148.27

~~Proposal~~Accordingly, 2:the ~~Ratification~~Company’s ofstockholders approved the ~~Appointment~~SIR ofMerger ~~Independent~~Proposal. ~~Registered~~As ~~Public~~contemplated ~~Accounting~~by ~~Firm~~the Merger Agreement:

• The ~~proposal~~Company toshall ~~ratify~~merge ~~the~~with ~~appointment~~and ofinto ~~Ernst~~Merger &Sub. ~~Young~~Merger ~~LLP~~Sub will continue as the ~~Company’s~~surviving ~~independent~~entity ~~registered~~and ~~public~~as ~~accounting~~a ~~firm~~wholly ~~for~~owned ~~the~~subsidiary ~~fiscal~~of ~~year ending December 31~~STAR, ~~2019,~~and ~~was~~the ~~approved.~~separate ~~The~~existence ~~following~~of ~~votes~~the ~~were~~Company ~~taken~~will ~~in connection with this proposal:~~cease.

Votes For	Votes Against	Abstentions
36,709,527	768,641	1,128,541

•

At the effective time of the SIR Merger, each share of SIR Common Stock, par value $0.01 per share (“SIR Common Stock”), will be converted automatically into the right to receive 0.5934 shares of common stock, par value $0.01 per share, of STAR (“STAR Common Stock”).

NoIn ~~broker~~addition, ~~non-votes~~as ~~were~~reflected ~~cast~~above, in the ~~ratification~~Company’s ofstockholders approved the ~~appointment~~SIR ofCharter ~~Ernst~~Amendment. &As ~~Young~~contemplated ~~LLP~~by asthe SIR Charter Amendment, the Company’s ~~independent~~charter ~~registered~~will ~~public~~be ~~accounting~~promptly ~~firm~~amended ~~for~~to remove the ~~fiscal~~provisions ~~year~~related ~~ending~~to “Roll-Up Transactions” ~~December~~in ~~31,~~connection ~~2019~~with the SIR Merger.

~~Item~~Because ~~8.01~~the ~~Other~~affirmative ~~Events~~vote of the holders of a majority of the shares of the Company’s common stock entitled to be cast on the Merger Proposal and the SIR Charter Amendment were achieved, the proposal to adjourn the SIR Special Meeting to solicit additional proxies in favor of such proposal was not necessary or appropriate and, therefore, not called.

Distribution Declaration

On November 6, 2019, the Company’s board of directors approved and authorized a daily distribution to stockholders of record as of the close of business on each day for the period commencing on January 1, 2020, and ending on March 31, 2020. The distributions will be equal to $0.001515 per share of the Company’s common stock per day, which if paid each day over a 366-day period is equivalent to a 6.0% annualized distribution rate based on $9.24 per share of common stock. The distributions for each record date in January 2020, February 2020 and March 2020 will be paid in February 2020, March 2020 and April 2020, respectively. The distributions will be payable to stockholders from legally available funds therefor.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibits	Description
10.1	Amendment No. 12 to the Amended and Restated Advisory Agreement, dated as of November 6, 2019, by and among Steadfast Income REIT, Inc., Steadfast Income REIT Operating Partnership, L.P. and Steadfast Income Advisor, LLC
99.1	Earnings Release, dated November 8, 2019

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.

		STEADFAST INCOME REIT, INC.	~~STEADFAST INCOME REIT, INC.~~
Date:	November 8, 2019		By:	/s/ Kevin J. Keating
Date: March 3, 2020		By:		/s/ Kevin J. Keating
				Kevin J. Keating
				Chief Financial Officer and Treasurer

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