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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): March 11, 2024

 

 

 

Principal Real Estate Income Fund

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware 811-22742 46-0919114
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

1290 Broadway, Suite 1000    
Denver, Colorado   80203
(Address of principal executive offices)   (Zip Code)
     
Registrant’s telephone number, including area code:  (855) 838-9485
 
N/A
 
(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:

 

[  ] 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 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. [  ]

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Shares of Beneficial Interest, no par value per share   PGZ   New York Stock Exchange
         
 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 11, 2024, Ernest J. Scalberg resigned from his role as Trustee of the Principal Real Estate Income Fund (the “Fund”), effective that day. Mr. Scalberg’s resignation from the Board was not due to any disagreement with the Fund on any matter relating to its operations, policies, or practices.

 

At its regularly scheduled meeting on March 11, 2024, the Board of Trustees (the “Board”) of the Fund, upon the recommendation of the Fund’s Nominating and Corporate Governance Committee, appointed JoEllen Legg to replace Mr. Scalberg as Trustee, effective March 11, 2024. Ms. Legg was also approved to serve as a member of the Board’s Audit Committee, Nominating and Corporate Governance Committee and Qualified Legal Compliance Committee. In addition, Jerry G. Rutledge was elected as Chairman of the Board, and Jeremy Held was elected as Chairman of the Audit Committee and has been designated as the Fund’s “audit committee financial expert,” as defined in the rules promulgated by the SEC, and as required by NYSE Listing Standards.

 

Ms. Legg is not a party to any arrangement or understanding pursuant to which she was selected as a Trustee of the Fund, nor is she a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-X. Ms. Legg is also not a party to, nor does she participate in, any material plan, contract or arrangement (whether or not written) in connection with the triggering event or any grant or award to any such covered person or modification thereto, under any such plan, contract or arrangement in connection with any such event.

 

 

 

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.

 

  PRINCIPAL REAL ESTATE INCOME FUND  
         
Date: March 11, 2024 By: /s/ Nicholas Adams  
    Name: Nicholas Adams  
    Title: Secretary  

 

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Entity File Number 811-22742
Entity Registrant Name Principal Real Estate Income Fund
Entity Central Index Key 0001557523
Entity Tax Identification Number 46-0919114
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1290 Broadway
Entity Address, Address Line Two Suite 1000
Entity Address, City or Town Denver
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80203
City Area Code (855)
Local Phone Number 838-9485
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Title of 12(b) Security Common Shares of Beneficial Interest, no par value per share
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