Pacific Oak REIT Files 8-K on Shareholder Votes & Other Events

TL;DR

Pacific Oak REIT dropped an 8-K on July 12th covering shareholder votes and financials.

AI Summary

Pacific Oak Strategic Opportunity REIT, Inc. filed an 8-K on July 17, 2024, reporting on matters submitted to a vote of security holders and other events. The filing includes financial statements and exhibits related to the period ending July 12, 2024. The company was formerly known as KBS Strategic Opportunity REIT, Inc. before a name change on December 30, 2008.

Why It Matters

This 8-K filing provides crucial updates on corporate actions and financial reporting for Pacific Oak Strategic Opportunity REIT, Inc., impacting investors' understanding of the company's governance and financial status.

Risk Assessment

Risk Level: low — This filing is a routine disclosure of corporate events and financial statements, not indicating any immediate financial distress or significant operational change.

Key Players & Entities

• Pacific Oak Strategic Opportunity REIT, Inc. (company) — Registrant
• KBS Strategic Opportunity REIT, Inc. (company) — Former company name
• July 12, 2024 (date) — Date of earliest event reported
• July 17, 2024 (date) — Date of report
• December 30, 2008 (date) — Date of name change

FAQ

Filing Documents

• pacoaksor-20240712.htm (8-K) — 60KB
• posorwest4capitalmini-te.htm (EX-99.1) — 9KB
• posorwest4capitalmini-te001.jpg (GRAPHIC) — 546KB
• 0001452936-24-000078.txt ( ) — 943KB
• pacoaksor-20240712.xsd (EX-101.SCH) — 2KB
• pacoaksor-20240712_lab.xml (EX-101.LAB) — 20KB
• pacoaksor-20240712_pre.xml (EX-101.PRE) — 11KB
• pacoaksor-20240712_htm.xml (XML) — 3KB

07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On July 12, 2024, Pacific Oak Strategic Opportunity REIT, Inc. (the "Company") held its annual meeting of stockholders, virtually via webcast. At the annual meeting, the Company's stockholders voted in person or by proxy on the following proposals; (1) To elect five directors to hold office for one-year terms expiring in 2025, (2) To ratify the appointment of Ernst & Young LLP ("E&Y") as the Company's independent registered public accounting firm for the year ending December 31, 2024. (3) To approve three proposals to amend the Company's charter: A. Eliminate certain provisions of the charter that had previously been required by state securities administrators in connection with the Company's initial public offering or that relate to such required provisions. B. Add language to specify that the charter provision regarding the requirements of tender offers will only apply until the Company lists its shares on a national securities exchange. C. Add a provision that enables the Company to declare and pay a dividend of one class of its stock to the holders of shares of another class of stock. (4) To permit the chairman of the annual meeting to adjourn the annual meeting, if necessary, to solicit additional proxies in favor of the foregoing proposals to amend the charter if there are not sufficient votes for the proposals. Proposal No. 1:Election of Directors All of the director nominees were elected. The number of votes cast for and votes withheld from each of the director nominees and the number of broker non-votes were as follows: Name Votes For Votes Withheld Broker Non-Votes Keith D. Hall 37,788,015 2,048,837 18,745,889 Peter McMillan III 37,614,093 2,167,963 18,745,889 William M. Petak 37,704,348 2,162,364 18,745,889 Laurent Degryse 37,711,776 2,126,173 18,745,889 Kenneth G. Yee 37,726,623 2,163,898 18,745,889 The voting was closed on Proposal No. 1. Proposal No. 2:The ratification

01 OTHER EVENTS

ITEM 8.01 OTHER EVENTS Suspension of Share Redemption Program On July 16, 2024, the Company's board of directors indefinitely suspended the Company's share redemption program effective July 30, 2024. As a result, the Company will not process any redemptions after such date, including special redemptions sought upon a stockholder's death, qualifying disability or determination of incompetence (as defined in the share redemption program). All redemption requests that have been received will be canceled and no redemption requests will be processed on the July 31, 2024 special redemption date. Further, no redemptions will be accepted or collected during the suspension of the share redemption program. The board of directors has suspended the program because of uncertainty regarding the current value of the Company's shares and liquidity position. The Company's board of directors may reinstate the program, although there is no assurance as to if or when this will happen. Mini-Tender Response On July 16, 2024, the Company determined to not make any recommendation and to remain neutral as to whether stockholders should tender shares in the offer made by West 4 Capital, Limited Partnership for up to 600,000 shares of the Company's common stock, which is approximately 0.6% of the outstanding shares. The Company's response to the mini-tender offer is attached to this Form 8-K as Exhibit 99.1.

Forward-Looking Statements

Forward-Looking Statements The foregoing includes forward-looking statements within the meaning of the Federal Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements regarding the intent, belief or current expectations of the Company and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as "may," "will," "seeks," "anticipates," "believes," "estimates," "expects," "plans," "intends," "should" or similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. Such statements are subject to known and unknown risks and uncertainties which could cause actual results to differ materially from those contemplated by such forward-looking statements. The Company makes no representation or warranty (express or implied) about the accuracy of any such forward-looking statements. These statements are based on a number of assumptions involving the judgment of management. Stockholders may have to hold their shares an indefinite period of time. The Company is unable to predict when or if it will be in a position to redeem shares of its stock. The Company can provide no assurance that it will be able to provide additional liquidity to stockholders. These statements also depend on other risks identified in Part I, Item 1A of the Company's Annual Report and in Part II, Item 1A of the Company's Quarterly Report.

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Ex. Description 99.1 Pacific Oak Strategic Opportunity REIT, Inc. Response to Mini-Tender Offer 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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. PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC. Dated: July 16, 2024 BY: /s/ Michael A. Bender Michael A. Bender Chief Financial Officer, Treasurer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR