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~~November 276, 2019

Steadfast Income REIT, Inc.

(Exact Name of Registrant as Specified in Charter)



Maryland	000-54674	27-0351641
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
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))

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	N/A	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 1.01	Entry into a Material Definitive Agreement.

Renewal of Advisory Agreement

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 Company held its annual meeting of stockholders (the “Annual Meeting”) on November 6, 2019. At the Annual Meeting, the holders of 38,606,709 shares of the Company’s common stock were present in person or represented by proxy, representing approximately 52.18% of the total number of shares entitled to vote at the meeting. The following are the voting results for each proposal presented to the Company’s stockholders at the Annual Meeting:

Proposal 1: Election of Directors

All of the director nominees were elected to serve until the next annual meeting of the Company’s stockholders and until their successors are elected and qualified. The voting results for each of the individuals nominated for election as directors were as follows:



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

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

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm

The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, was approved. The following votes were taken in connection with this proposal:



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

No broker non-votes were cast in the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.


Item 8.01	Other Events.

~~Determination~~Distribution ~~Regarding CMG Mini-Tender Offer~~Declaration

On ~~September~~November 276, 2019, the Company’s board of directors ofapproved ~~Steadfast~~and ~~Income~~authorized ~~REIT,~~a ~~Inc.~~daily ~~(the~~distribution ~~“Company”) determined~~ to ~~recommend~~stockholders ~~that~~of ~~the~~record ~~Company’s~~as ~~stockholders~~of ~~reject~~ the ~~unsolicited~~close ~~“mini-tender”~~of ~~offer~~business byon ~~CMG~~each ~~Partners,~~day ~~LLC~~for ~~and~~the ~~its~~period ~~affiliates,~~commencing ~~CMG~~on ~~Income~~January ~~Fund~~1, II2020, ~~LLC~~ and ~~CMG~~ending ~~Liquidity~~on ~~Fund~~March 31, ~~LLC~~2020. ~~(collectively,~~The ~~“CMG”)~~distributions ~~for~~will upbe equal to ~~250,000~~$0.001515 ~~shares~~per share of the Company’s common stock per day, which isif ~~approximately~~paid ~~0.34%~~each ofday ~~the~~over ~~outstanding~~a ~~shares.~~366-day ~~The~~period ~~Company~~is ~~wishes~~equivalent to ~~inform~~a ~~its~~6.0% ~~stockholders~~annualized ~~that~~distribution itrate ~~does~~based ~~not~~on ~~endorse~~$9.24 ~~CMG’s~~per ~~unsolicited~~share ~~mini-tender~~of ~~offer~~common ~~and~~stock. ~~recommends~~The ~~that~~distributions ~~stockholders~~for doeach ~~not~~record ~~tender~~date ~~their~~in ~~shares.~~January ~~Stockholders~~2020, ~~who~~February ~~have~~2020 ~~already~~and ~~tendered~~March ~~their~~2020 ~~shares~~will ~~may~~be ~~withdraw~~paid ~~them~~in atFebruary ~~any~~2020, ~~time~~March ~~prior~~2020 toand ~~11:59~~April ~~p.m.~~2020, ~~Pacific~~respectively. ~~Time,~~The ondistributions ~~October~~will ~~22,~~be ~~2019,~~payable ~~unless~~to ~~extended~~stockholders byfrom ~~CMG,~~legally inavailable ~~accordance~~funds ~~with CMG’s offering documents~~therefor.

The Company is circulating a letter to stockholders, furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, that sets forth the reasons the board of directors’ recommended stockholders reject the tender offer.

Determination Regarding Comrit Mini-Tender Offer

On September 27, 2019, the board of directors of the Company determined to recommend that the Company’s stockholders reject the unsolicited “mini-tender” offer by Comrit Investments 1, Limited Partnership (“Comrit”) for up to 745,157 shares of the Company’s common stock, which is approximately 1.0% of the outstanding shares. The Company wishes to inform its stockholders that it does not endorse Comrit’s unsolicited mini-tender offer and recommends that stockholders do not tender their shares. Stockholders who have already tendered their shares may withdraw them at any time prior to 11:59 p.m., Eastern Time, on October 30, 2019, unless extended by Comrit, in accordance with Comrit’s offering documents.

The Company is circulating a letter to stockholders, furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference, that sets forth the reasons the board of directors’ recommended stockholders reject the tender offer.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibits	Description
99.1	Letter to Stockholders of the Company from Rodney F. Emery, Chief Executive Officer and Chairman of the Board of Directors of the Company, dated as of October 3, 2019
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
99.2	Letter to Stockholders of the Company from Rodney F. Emery, Chief Executive Officer and Chairman of the Board of Directors of the Company, dated as of October 3, 2019
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.
Date:	~~October~~November 38, 2019	By:	/s/ Kevin J. Keating
			Kevin J. Keating
			Chief Financial Officer and Treasurer

Filing Compare · Steadfast Income REIT, Inc.