Elme Communities (ELME) Earnings Call Transcript & Summary

Hello, and welcome to the Special Meeting of Shareholders of Elme Communities. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. Butcher, the Lead Independent Trustee of Elme Communities. Mr. Butcher, the floor is yours.

Good morning. I am Benjamin Butcher, the Lead Independent Trustee of the Board of Trustees of Elme Communities. I will act as the Chairman of this meeting. Drew Hammond will act as the Secretary of this meeting. I will now call to order the special meeting. If we run into any technical issues during the meeting, we apologize in advance. The rules of the meeting have been posted on the meeting site. If anyone is having technical issues related to the participation in this meeting, please call 1 (888) 724-2416 in the U.S. or 1 (781) 575-2748 internationally. We note that this contact information is also available in the rules of the meeting. Just a quick procedural point. Drew Hammond will act as Inspector of Elections. He has already taken the oath as Inspector of Elections, which will be filed with the minutes of this meeting. To begin, I'd like to note that our Board of Trustees and executive officers are all in attendance at the meeting today. I believe Elme is extremely fortunate to have had such a distinguished group of individuals to lead our company, and I want to thank each of them for all their hard work on behalf of the company. This special meeting has been called pursuant to notice mailed on or about September 24, 2025, to the holders of record of Elme's common shares of beneficial interest on September 10, 2025, the record date. At this meeting, we'll consider the proposals that are before the shareholders and answer any questions you have regarding the proposals. The proposals to be voted on are described in the company's proxy statement, a copy of which has been made available to all shareholders of record as of the record date. For this special meeting, shareholders will be able to submit questions using the designated field in the web portal. Drew Hammond, who is acting as the Secretary of this meeting, will begin with some initial matters. Drew, would you please confirm that a quorum is present in person or by proxy before proceeding to introductory matters and the commencement of the voting?

Yes. I can confirm that at least a majority of all the votes entitled to be cast are represented at this virtual meeting, either in person or by proxy, and therefore, that a quorum is present. The following documents will be incorporated in the company's records as part of the minutes of this meeting. A copy of the notice of the meeting, a copy of the proxy statement for this meeting, an affidavit showing that each shareholder of record on the record date, September 10, 2025, was mailed the notice of the meeting and the proxy statement and a certified list of the shareholders of the company -- of the company as of the record date. I will now describe the proposals to be voted upon. The first proposal, which we refer to as the portfolio sale proposal, is a proposal to approve the sale of 19 multifamily properties of the company to an affiliate of Cortland Partners, LLC, subject to and in accordance with the terms of the purchase and sale agreement dated as of August 1, 2025, by and among the company, WashREIT OP LLC, Echo Sub LLC, CEVF6 Capital Holdings, LLC and CEVF6 Co-invest I Venture LLC, which is referred to as the portfolio sale transaction and the other transactions contemplated by the purchase agreement. The approval of the proposals of the portfolio sale proposal requires the affirmative vote of a majority of all the votes entitled to be cast on the matter. The Board of Trustees unanimously recommends the shareholders vote for this proposal. The second proposal, which we refer to as the liquidation proposal, is a proposal to approve the plan of sale and liquidation of the company, providing for the sale or disposition of all of the company's assets, whether or not the portfolio sale proposal is approved or the portfolio sale transaction closes, winding down the company's business and affairs and terminating the company's existence by voluntary dissolution. The approval of the liquidation proposal requires the affirmative vote of a majority of all the votes entitled to be cast on the matter. The Board of Trustees unanimously recommends that shareholders vote for this proposal. The third matter set forth in the company's proxy statement, which we refer to as the compensation proposal, is a proposal to approve on a nonbinding advisory basis, the specified compensation that may be paid or become payable to our named executive officers in connection with the portfolio sale transaction and the plan of sale and liquidation. The approval of this proposal requires the affirmative vote of a majority of the votes cast at this special meeting. The Board of Trustees unanimously recommends that shareholders vote for this proposal. The fourth matter set forth in the company's proxy statement, which we refer to as the adjournment proposal, is a proposal to approve one or more adjournments of this special meeting solely with respect to the proposals for which insufficient votes to approve such proposals were cast to a later date or dates, if necessary or appropriate, to solicit additional proxies. The approval of this proposal requires the affirmative vote of a majority of the votes cast at the special meeting. The Board of Trustees unanimously recommends that shareholders vote for this proposal. Now before shareholders vote on these proposals, we are going to answer questions submitted prior to or during today's meeting that relate to the proposals, each as described in the proxy statement. Then I can confirm that there have not been any questions submitted with respect to the proposals.

I now declare the polls for voting are open. Any shareholders who have not yet voted or wish to change their votes may do so by clicking the voting button in the web portal and following the instructions. Shareholders who have sent in proxies or otherwise authorized their proxies to vote their shares via telephone or Internet do not want to change their votes do not need to take any further action. [Voting]

The polls will now be closed for voting. We'll pause for another moment while the inspector of elections tabulate the results of the votes. At this point, can our Inspector of Elections provide a preliminary report on the voting results?

Based on my preliminary count as the Inspector of Elections, the portfolio sale proposal has been approved by the affirmative vote of holders of common shares entitled to cast a majority of all the votes entitled to be cast on the matter. The liquidation proposal has been approved by the affirmative vote of holders of common shares entitled to cast a majority of all the votes entitled to be cast on the matter. And the compensation proposal has been approved on a nonbinding advisory basis by the affirmative vote of a majority of the votes cast at this special meeting. Because each of the proposal -- because each of the portfolio sale proposal, liquidation proposal and compensation proposal have been approved, it will not be necessary to approve the adjournment proposal.

Thank you, Drew. On behalf of our Board, our management team and all of our employees, thank you for attending our special meeting today. As there is no further business to be considered at this meeting, I hereby declare the special meeting of shareholders adjourned.

This concludes the meeting. You may now disconnect.