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Annual Report

Our 2016 Annual Report, which includes a copy of our Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission (the “SEC”), is enclosed with this Proxy Statement.

Our Annual Report on Form 10-K, as filed with the SEC, may be accessed online through our website at www.monogramres.com or through the SEC’s website at www.sec.gov .  In addition, you may request a copy of our Annual Report on Form 10-K by writing or telephoning us at the following address or telephone number:  5800 Granite Parkway, Suite 1000, Plano, Texas 75024, 469.250.5500. If requested by stockholders, we will also provide copies of exhibits to our Annual Report on Form 10-K for a reasonable fee.

Stockholders Entitled to Vote

Holders of our common stock at the close of business on April 17, 2017 (the “Record Date”) are entitled to receive the accompanying notice and to vote their shares at the Annual Meeting. As of the Record Date, there were 167,017,715 shares of our common stock outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

HOW TO VOTE IF YOU ARE A STOCKHOLDER OF RECORD

Your vote is important. You can save us the expense of a second mailing by voting promptly.

To vote by proxy, simply mark your proxy card, date and sign it, and return it in the pre-addressed, postage-paid envelope provided. Voting by proxy will not limit your right to vote at the Annual Meeting if you decide to attend in person. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the Annual Meeting.

All proxies that have been properly authorized and not revoked will be voted at the Annual Meeting. If you submit a proxy but do not indicate any voting instructions, the shares represented by that proxy will be voted: (1) FOR the election of each of the seven director nominees named herein; (2) FOR the approval of the compensation of our named executive officers; and (3) FOR the ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the year ending December 31, 2017. With respect to any other business that may properly come before the stockholders for a vote at the Annual Meeting, your shares will be voted in the discretion of the holders of the proxy.

Quorum Requirement and Required Vote

Each share of common stock outstanding on the Record Date is entitled to one vote on all matters coming before the Annual Meeting. If a share is represented for any purpose at the Annual Meeting, it is deemed to be present for quorum purposes and for all other matters as well. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum. A stockholder may withhold his or her vote in the election of directors or abstain with respect to each other item submitted for stockholder approval. Withheld votes, abstentions and broker non-votes (discussed below) will be counted as present and entitled to vote for purposes of determining the existence of a quorum but will not be counted as votes cast.

A broker “non-vote” occurs when a broker holding stock on behalf of a beneficial owner submits a proxy but does not vote on a non-routine proposal because the broker does not have discretionary power with respect to that item and has not received instructions from the beneficial owner. Under SEC rules, brokers may not exercise discretionary voting in uncontested director elections at stockholder meetings, meaning that brokers may not give a proxy to vote with respect to an election of directors without receiving voting instructions from a beneficial owner. Brokers also may not exercise discretionary voting with respect to non-binding, advisory votes on the compensation of our named executive officers. Beneficial owners of shares held in broker accounts are advised that, if they do not timely provide instructions to their broker, their shares will not be voted in connection with these proposals at the Annual Meeting. However, even without such instructions, the shares of beneficial owners will be treated as present for the purposes of establishing a quorum if the broker votes such shares on the ratification of the appointment of Deloitte as our independent registered public accounting firm for the year ending December 31, 2017.

Under our bylaws, the affirmative vote of the holders of a majority of the total votes cast for and affirmatively withheld as to each nominee for director is required to elect such nominee. Under Maryland law, abstentions and broker non-votes are not treated as votes cast. Accordingly, an abstention or broker non-vote will have no effect on the result of the vote.

A majority of the votes cast on the proposal at the Annual Meeting is required for the approval, on an advisory basis, of the compensation of our named executive officers. Under Maryland law, abstentions and broker non-votes are not treated as votes cast. Accordingly, an abstention or broker non-vote will have no effect on the result of the vote.

A majority of the votes cast on the proposal at the Annual Meeting is required for the ratification of the appointment of Deloitte as our independent registered public accounting firm for the year ending December 31, 2017. Under Maryland law, abstentions and broker non-votes are not treated as votes cast. Accordingly, an abstention or broker non-vote will have no effect on the result of the vote.

Proxy Voting By Telephone or Internet

Stockholders of record who live in the United States may authorize proxies by following the “Vote by Phone” instructions on their proxy cards. Stockholders of record with Internet access may also submit proxies by following the “Vote by Internet” instructions on their proxy cards. The telephone and Internet voting procedures are designed to authenticate the stockholder’s identity and to allow stockholders to authorize a proxy and confirm that their instructions have been properly recorded.

Please refer to the enclosed proxy card for instructions. If you choose not to authorize a proxy by telephone or Internet, please complete, sign and return the paper proxy card in the pre-addressed, postage-paid envelope provided with this Proxy Statement.

Voting on Other Matters

Our board of directors does not presently intend to bring any business before the Annual Meeting other than the specific proposals discussed in this Proxy Statement and specified in the Notice of 2017 Annual Meeting. If other matters are properly presented at the Annual Meeting for consideration, and if you properly submit your vote by proxy, the persons named in the proxy will have the discretion to vote on those matters for you. As of the date of this Proxy Statement, we are not aware of any other matters to be raised at the Annual Meeting.

Revocation of Proxies

You can revoke your proxy at any time before it is voted by:

Information Regarding Tabulation of the Vote

Broadridge Financial Solutions, Inc. (“Broadridge”) will tabulate all votes cast at the Annual Meeting and will act as inspector of election at the Annual Meeting.

Proxy Solicitation

The cost of solicitation of proxies for the Annual Meeting will be paid by us. In addition to the solicitation of proxies by mail, the directors, officers and employees of the Company may also solicit proxies personally or by telephone without additional compensation for such activities. We will also request persons, firms and corporations holding shares in their names or in the names of their nominees, which are beneficially owned by others, to send proxy materials to and obtain proxies from such beneficial owners. We will reimburse such holders for their reasonable expenses. We have engaged MacKenzie Partners, Inc., a third-party proxy solicitation firm whose address is 105 Madison Avenue, New York, NY 10016. We anticipate that the cost of such third-party proxy solicitation, which will be borne by the Company, will be approximately $15,000 plus reasonable out-of-pocket expenses.

MANAGEMENT OF OUR COMPANY

Board of Directors

Our board of directors has oversight responsibility for our operations and makes all major decisions concerning our business. The Company is currently governed by a nine-member board of directors. The current members of our board of directors are Mark T. Alfieri, David D. Fitch, Tammy K. Jones, Jonathan L. Kempner, W. Benjamin Moreland, E. Alan Patton, Timothy J. Pire, Robert S. Aisner and Michael D. Cohen. The term of each of our directors expires at the Annual Meeting. At the Annual Meeting, directors will be elected to hold office for a one-year term expiring at the 2018 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. Any director appointed to our board of directors to fill a vacancy will hold office for a term expiring at the next annual meeting of stockholders following such appointment.

Led by our Nominating and Corporate Governance Committee, our board of directors remains focused on ensuring a smooth transition if and when directors decide to retire or otherwise leave the board of directors. This focus allows our board of directors to ensure that the composition of the board is periodically refreshed so that, taken as a whole, our board of directors has the desired mix of expertise, experience, reputation and diversity necessary for our strategic mission and operating environment, as well as the knowledge, ability and independence to continue to deliver the high standard of governance expected by our investors. During the fiscal year ended December 31, 2016, we added new independent directors to our board of directors: Mr. Pire in March, 2016, Ms. Jones in April, 2016 and Mr. Moreland in May, 2016.

Our board of directors nominated Messrs. Aisner and Cohen as directors at the 2016 annual meeting of stockholders as designees of Behringer Harvard Holdings, LLC and its affiliates (collectively, “Behringer”) pursuant to the terms of agreements we entered into with Behringer in connection with our transition to a self-managed company. The contractual rights entitling Behringer to designate two nominees expired in February 2017. Accordingly, following the election of directors at the 2017 annual meeting, we intend to reduce the number of directors constituting our board of directors from nine members to seven members. For more information regarding Behringer’s nomination rights, see “Corporate Governance - Selection of Director Nominees - Behringer Nomination Rights.”

Upon the recommendation of our Nominating and Corporate Governance Committee, our board of directors nominated the following incumbent directors for election at the Annual Meeting: Mark T. Alfieri, David D. Fitch, Tammy K. Jones, Jonathan L. Kempner, W. Benjamin Moreland, E. Alan Patton and Timothy J. Pire.

Biographical information for each of our nominees, and the experience, qualifications, attributes and skills considered by our Nominating and Corporate Governance Committee and the board of directors in determining that the nominee should serve as a director appear below. For additional information about how we identify and evaluate nominees for director, see “Corporate Governance – Selection of Director Nominees.”

*Indicates status as an independent director.

Mark T. Alfieri has served as our Chief Executive Officer since June 30, 2014, our President since July 31, 2013, our Chief Operating Officer since our inception in 2006, and as one of our directors since May 2014. Mr. Alfieri served as Chief Operating Officer of Behringer entities that served as our former advisor and our former property manager from September 2006 and March 2008, respectively, to July 31, 2013. Prior to joining Behringer in May 2006, from January 1999 to April 2006, Mr. Alfieri was Senior Vice President of AMLI Residential Properties Trust (“AMLI”), formerly a New York Stock Exchange-listed REIT, where he directed investment activities for the Southwest region. During his seven-year tenure at AMLI, Mr. Alfieri consummated multifamily transactions in excess of $2.5 billion. From 2000 to 2006, Mr. Alfieri was a member of CEC, AMLI’s senior executive committee. In February 2006, AMLI merged into an indirect subsidiary of Morgan Stanley Real Estate’s Prime Property Fund, and the consideration paid for AMLI represented a 20.7% premium over the closing price of its common shares on the last full trading day prior to the public announcement of the merger. From 1991 until 1998, Mr. Alfieri was President and Chief Executive Officer of Revest Group, Inc., a regional full service investment company. Revest was engaged in the acquisition and development of multifamily and commercial properties as a sponsor/general partner on behalf of international and domestic private investors. Mr. Alfieri also was President and Chief Executive Officer of Revest Management Services. Revest Management Services fee-managed office, mini-storage and multifamily properties. Mr. Alfieri graduated from Texas A&M with a Bachelor of Business Administration degree in Marketing. Mr. Alfieri is a licensed Real Estate Broker in the State of Texas. Since 2002, Mr. Alfieri has served during various years and currently serves on the board of directors of the National Multifamily Housing Council. In 2011, Mr. Alfieri was honored as Executive of the Year by Multifamily Executive magazine.

Our board of directors has concluded that Mr. Alfieri is qualified to serve as one of our directors for reasons including his past experience serving as our Chief Executive Officer, President, and Chief Operating Officer. Mr. Alfieri also has significant experience and expertise in making multifamily investments as well as in overseeing the operations and management of multifamily communities.

David D. Fitch has served as one of our independent directors since May 2014. Until his retirement in June 2012, Mr. Fitch served as President and Chief Executive Officer from July 2004 and March 2005, respectively, of Gables Residential Trust (“Gables”), a former New York Stock Exchange-listed multifamily real estate investment trust (“REIT”), and in this capacity oversaw all investments, operations, administration and management of the company. In addition, from March 2005 through June 2012, Mr. Fitch also served on the board of directors of Gables, and from August 2002 through June 2004, Mr. Fitch served as Chief Investment Officer of Gables. Prior to joining Gables, Mr. Fitch served as President of St. Joe Commercial, a division of the St. Joe Company (NYSE: “Joe”). Mr. Fitch was also partner of the Paragon Group and spent the first ten years of his career as a development officer with Cadillac Fairview in multiple cities in the United States. Mr. Fitch is a former board member of the Lion Gables Apartment Fund, L.P., the National Multifamiliy Housing Council, and Tideland Signal Corporation. Mr. Fitch currently serves as a trustee for several nonprofit organizations, including the Houston Parks Board, MATCH, and the Admiral Nimitz Foundation. In addition, he serves on the advisory councils of the Menil Foundation and the national council of the Student Conservation Association. Mr. Fitch is a member of the Urban Land Institute. Mr. Fitch holds a Bachelor of Arts degree from Colorado College.

Our board of directors has concluded that Mr. Fitch is qualified to serve as one of our directors for reasons including his past experience serving as President, Chief Executive Officer and a director of Gables, formerly a publicly traded REIT. Mr. Fitch also has significant experience in overseeing the operations and management of multifamily communities, as well as capital markets and investment experience.

Tammy K. Jones has served as one of our independent directors since April 2016. Since 2009, Ms. Jones has served as both Principal and President of Basis Investment Group (“Basis”), a multi-strategy commercial real estate investment platform she founded with JEMB Realty Corporation that acquires and originates a variety of senior and subordinated loans, preferred equity and joint venture equity positions on behalf of its family office and institutional investors. Under her leadership, Basis has succeeded in closing nearly $3 billion in commercial real estate debt and structured equity related investments across the United States. Prior to joining Basis, Ms. Jones worked at CWCapital LLC (“CW”) from 2004 to 2009, serving as head of CW’s fixed and floating rate Capital Markets Lending Division and closing approximately $6 billion in investments. Between 1997 and 2004, Ms. Jones was a Senior Vice President of Commercial Capital Initiatives, Inc., a GMACCM subsidiary (now Berkadia) (“GMAC”) and part of the leadership team responsible for creating GMAC’s Capital Markets lending division, closing approximately $25 billion in transactions. Prior to her seven years with GMAC, she worked at Equitable Real Estate (“Equitable”) on the equity side of the business acquiring and selling commercial real estate assets on behalf of Equitable’s general account and its other pension-fund clients.

Ms. Jones currently sits on the board of directors for the Real Estate Executive Council and formerly served as a board member and Treasurer of The New Agenda, a leadership organization for women. She is also a member of the President’s Council of Cornell Women. Ms. Jones holds a Bachelor of Arts in Economics from Cornell University and an MBA with a concentration in Real Estate Finance from Georgia State University.

Our board of directors has concluded that Ms. Jones is qualified to serve as one of our directors for reasons including her more than 23 years of experience in the commercial real estate industry. Ms. Jones is a seasoned veteran in commercial real estate debt and equity investments, capital markets, and structured finance. In addition, Ms. Jones’ role in executive leadership and extensive experience in building and managing commercial real estate investment platforms provides valuable insight to the Board of Directors.

Jonathan L. Kempner has served as one of our independent directors since November 2008. Since July 2016, Mr. Kempner has served as President Emeritus of Tiger 21, LLC (“Tiger”), a peer-to-peer learning group for high-net-worth investors. Prior to his current role, from October 2009 to June 2016, Mr. Kempner served as President of Tiger. From April 2001 to December 2008, Mr. Kempner was President and Chief Executive Officer of the Mortgage Bankers Association (“MBA”). The MBA is the national association representing the real estate finance industry with over 2,400 member companies, including mortgage companies, mortgage brokers, commercial banks, thrifts, life insurance companies and others in the mortgage lending field. In addition, Mr. Kempner served on the MBA’s board of directors (ex officio) and on the board of its business development affiliate, Lender Technologies Corp.

Prior to assuming his role at the MBA, for 14 years, Mr. Kempner was President of the National Multifamily Housing Council, a leading trade association representing apartment owners, managers, developers, lenders and service providers. Previously, from 1983 to 1987, Mr. Kempner was Vice President and General Counsel of Oxford Development Corp., a privately owned real estate services firm in Maryland, with a focus on commercial real estate development, asset and property management, brokerage and investment advisory services. From 1982 to 1983, Mr. Kempner served as Assistant Director and General Counsel of the Pennsylvania Avenue Development Corp., a federally owned real estate firm. From 1981 to 1982, Mr. Kempner also served as Assistant General Counsel to the Charles E. Smith Companies, a significant owner and developer of apartment complexes.

Mr. Kempner practiced law with Fried Frank, a leading international commercial law firm, from 1977 to 1980 immediately following a clerkship for U.S. District Judge David W. Williams of the Central District of California. Mr. Kempner also served as a Special Consultant to the U.S. Department of the Treasury Office of Capital Markets and as a Staff Assistant to the Subcommittee on Representation of Citizen Interests of the U.S. Senate Committee on the Judiciary and in the office of Sen. Abraham Ribicoff.

Mr. Kempner holds a bachelor’s degree from the University of Michigan (high honors and high distinction, Phi Beta Kappa) and a law degree from Stanford University Law School, where he served on the Stanford Law Review. Mr. Kempner is on the board of directors of a nonprofit organization, the Ciesla Foundation.

Our board of directors has concluded that Mr. Kempner is qualified to serve as one of our directors for reasons including his 21 years of combined experience heading the MBA and the National Multifamily Housing Council and his prior experience as a director. With this background, Mr. Kempner brings to our board of directors substantial insight and experience with respect to the multifamily real estate and mortgage industries. In addition, Mr. Kempner has substantial experience acting as an attorney and general counsel, which brings a unique perspective to our board of directors. Mr. Kempner also remains active in the professional and charitable communities.

W. Benjamin (Ben) Moreland has served as one of our independent directors since May 2016. Mr. Moreland was appointed Executive Vice Chairman of Crown Castle International Corp. (“Crown Castle”) in June 2016. An S&P 500 company, Crown Castle (NYSE: CCI) is a leading provider of wireless infrastructure, and one of the largest REITs in the United States, which owns and operates over 40,000 towers and distributed antenna system facilities and has over 3,000 employees operating essential real estate serving wireless carriers’ national networks. Prior to his current role, Mr. Moreland served as President and Chief Executive Officer of Crown Castle from July 2008 until May 2016 and Chief Financial Officer from 2000 to June 2008. Mr. Moreland joined Crown Castle in 1999 after 15 years with Chase Manhattan Bank and predecessor banks, primarily in corporate finance and real estate investment banking. Mr. Moreland is a member of the board and former Chairman of the board of WIA-The Wireless Infrastructure Association and also serves on the boards of directors of Calpine Corporation (NYSE: CPN), the Greater Houston Partnership and Houston Methodist Hospital. Mr. Moreland is a former member of the Executive Board of the National Association of Real Estate Investment Trusts (“NAREIT”) and is a member of The University of Texas McCombs School of Business Advisory Council. Mr. Moreland holds a Bachelor of Business Administration degree from The University of Texas at Austin and an MBA from The University of Houston.

Our board of directors has concluded that Mr. Moreland is qualified to serve as one of our directors for reasons including his varied executive experience (including as Chief Financial Officer, President and Chief Executive Officer of Crown Castle), his service as a director on public company boards, his extensive knowledge and understanding of our business and real estate investment trusts, his financial and transactional acumen, and his strategic insight.

E. Alan Patton has served as one of our independent directors since November 2006 and Chairman of the Board since September 20, 2013. In May 2013, Mr. Patton became the President of The Morgan Group, Inc. (“Morgan”), a multifamily development and management company, where Mr. Patton is responsible for Morgan’s day-to-day operations. From January 2011 to April 2013, Mr. Patton served as Senior Managing Director of Hines Interests Limited Partnership (“Hines”), an international real estate firm. Mr. Patton’s main focus at Hines was to create the firm’s multifamily development platform throughout the United States with involvement in assembling a team, site sourcing, product design, development and capital raising and financing. From 1998 to January 2011, Mr. Patton served as President of Morgan. From 1990 to 1998, Mr. Patton was the Managing Director of the Chase Bank of Texas Realty Advisory Group (formerly known as Texas Commerce Realty Advisors). During his eight-year tenure at Chase Bank, Mr. Patton developed and managed Chase’s Real Estate Mezzanine Financing product and worked in the Real Estate Workout/Restructuring Group and the Commercial Real Estate Lending Group.

Mr. Patton previously served as a Project Manager with a Houston-based commercial general contractor, Miner-Dederick Companies, Inc., where he managed office and medical building construction projects nationwide for eight years. Mr. Patton attended Harding University and the University of Houston, from which he received his Bachelor in Science-Finance degree and his Masters of Business Administration. Mr. Patton is on the board of directors of the National Multifamily Housing Council and is a council member of the Urban Land Institute.

Our board of directors has concluded that Mr. Patton is qualified to serve as one of our directors for reasons including his significant real estate and real estate finance experience. He provides valuable knowledge and insight with respect to multifamily investment and management issues. In addition, his expertise in the real estate finance markets complements that of our other board members. Mr. Patton is also active in the professional community.

Timothy J. Pire has served as one of our independent directors since March 2016. Mr. Pire served as a Managing Director at Heitman LLC (“Heitman”), a Chicago based real estate investment management firm, from June 1992 to December 2015. At Heitman, Mr. Pire was responsible for analyzing and managing portfolios of publicly traded real estate securities and operating the real estate securities business unit within the broader Heitman platform. During his tenure at Heitman, Mr. Pire served as a member of Heitman’s Management Committee, Board of Directors, Compensation Committee and Proxy Committee, and from 2006 to 2015, Mr. Pire was as member of Heitman’s Global Real Estate Securities Investment Committee. In addition, from 2014 to 2015, Mr. Pire was the head of Global Investment Strategy and Risk for the real estate securities business unit at Heitman and oversaw Heitman’s securities investments in Canada, Latin America and South America. Mr. Pire also serves as a Board member on several non-profit organizations including the James A. Graaskamp Center for Real Estate and as President of the Board of Goldie’s Place. Mr. Pire also is a lecturer at the University of Wisconsin Madison School of Business.

Prior to his employment at Heitman, from September 1990 to May 1992, Mr. Pire served as an associate appraiser for Lyon, Skelte and Speirs, an appraisal firm located in Seattle, Washington, where Mr. Pire was responsible for appraisals of commercial properties on the west coast. From 1995 to 1998, Mr. Pire served as a senior credit analyst for US Bank Corporation, based in Milwaukee, Wisconsin.

Mr. Pire received his Masters of Science in Real Estate & Urban Land Economics from the University of Wisconsin, Madison and his Bachelors in Business Administration, majoring in finance, from the University of Wisconsin, Madison. Mr. Pire is a Chartered Financial Analyst (CFA) and a member of the CFA Society of Chicago, a member of the National Association of Real Estate Investment Trusts (NAREIT) and a member of the National Association of Corporate Directors where he serves as a Governance Fellow.

Our board of directors has concluded that Mr. Pire is qualified to serve as one of our directors for reasons including his significant experience in public real estate securities and real estate investment and finance markets. In addition, Mr. Pire is active in the REIT industry and has valuable expertise in corporate governance matters gained through his many years of service at Heitman.

Board Advisor

In addition to our directors, we have appointed Scot Sellers to serve as an advisor to and to participate in deliberations of our board of directors in a non-voting capacity. Mr. Sellers has significant experience in the multifamily real estate industry. He was previously Chief Executive Officer of Archstone, one of the largest owners of apartment communities in the United States, a position he held from 1997 until 2013. Mr. Sellers previously served in various roles at Archstone, including as Chief Investment Officer, Senior Vice President and Managing Director. During Mr. Sellers’ over 30-year career in the apartment business, he has been responsible for the development, acquisition and operation of over $40 billion of apartment communities in over 50 different cities across the United States. Mr. Sellers served as the Chairman of NAREIT from November 2005 to November 2006. Mr. Sellers serves on the boards of directors of the Howard Hughes Corporation, the Irvine Company, Inspirato LLC and the international board of directors of Habitat for Humanity. Mr. Sellers received his MBA from Stanford University Graduate School of Business and a Bachelor of Science from Lewis and Clark College.

For biographical information about Mark T. Alfieri, see “Board of Directors” above.

Daniel Swanstrom, II has served as our Executive Vice President since October 26, 2015 and our Chief Financial Officer since November 5, 2015. Prior to joining the Company, Mr. Swanstrom worked at Morgan Stanley and served in a variety of capacities, most recently as Executive Director in the Real Estate Investment Banking Division. During his nine-year tenure at Morgan Stanley, Mr. Swanstrom managed the execution of public and private capital raises and mergers and acquisitions in excess of $25 billion. From 2002 to 2004, Mr. Swanstrom was at AEW Capital Management, a real estate investment manager, most recently as an Assistant Vice President. From 1999 to 2002, Mr. Swanstrom was in the Assurance and Advisory Services Group at Deloitte & Touche LLP, most recently as a senior accountant. Mr. Swanstrom received a Bachelor of Science degree in Accounting from Boston College and an MBA from the University of North Carolina at Chapel Hill. Mr. Swanstrom is also a certified public accountant (inactive).

Margaret M. “Peggy” Daly has served as our Executive Vice President – Property Management since June 30, 2014, and served as our Senior Vice President – Property Management from July 31, 2013 to June 30, 2014. Ms. Daly served as the Senior Vice President – Property Management of Behringer entities that served as our former advisor and our former property manager from September 2011 to July 31, 2013, and as a Vice President from September 2010 to September 2011. In addition, Ms. Daly served as a Senior Vice President of Property Management for Behringer from May 2010 to July 31, 2013. Ms. Daly is responsible for development and leadership of property management and the operating platform for our assets.

Ms. Daly has over 35 years of experience in management of Class A multifamily assets. Prior to joining Behringer, from March 2008 to April 2010, Ms. Daly was Executive Vice President of Property Management at Place Properties LLP where she was responsible for the profitability, business development and performance results of over 22,500 beds of student housing. From August 1988 to March 2008, Ms. Daly was with AMLI Residential Properties Trust, where she served as the Executive Vice President – National Director of Operations, Senior Vice President – Revenue Management and Regional Vice President. From June 1979 to March 1988, Ms. Daly was a Divisional Vice President of Property Management with Trammell Crow Residential.

Ms. Daly attended Virginia Polytechnic Institute and studied Business Administration. She serves on the board of directors of the Greater Dallas Apartment Association, the board of directors of the National Apartment Association and the Executive Committee of the National Multifamily Housing Council.

Howard S. Garfield has served as our Senior Vice President – Planning since October 26, 2015, our Treasurer since September 2009, our Chief Accounting Officer since May 2009 and our Assistant Secretary since 2013. In addition, Mr. Garfield served as our Executive Vice President from June 30, 2004 until October 26, 2015 and our Chief Financial Officer from September 2009 until November 4, 2015. Mr. Garfield also served as Chief Financial Officer and Treasurer of Behringer entities that served as our former advisor and our former property manager from September 2009 to July 31, 2013, as well as Chief Accounting Officer of these entities from September 2011 to July 31, 2013. Prior to joining Behringer in February 2009, from April 2008 to February 2009, Mr. Garfield was Senior Vice President – Private Equity Real Estate Funds for Lehman Brothers Holdings Inc., formerly a New York Stock Exchange-listed investment banking firm, where he was responsible for accounting and fund administration for certain private equity real estate funds sponsored by Lehman Brother Holdings Inc. From 2006 to April 2008, Mr. Garfield was Executive Vice President and Chief Financial Officer of Homevestors of America, Inc., a privately held franchisor related to reselling single-family homes. Mr. Garfield holds a Bachelor of Business Administration degree, summa cum laude, from the University of Texas at Austin. Mr. Garfield is a certified public accountant in the State of Texas and a member of the National Association of Real Estate Companies.

Ross P. Odland has served as our Senior Vice President – Portfolio Management since July 31, 2013. Mr. Odland served as the Senior Vice President – Portfolio Management of affiliates of Behringer from September 2011 to July 31, 2013, as the Vice President – Portfolio Management of Behringer entities that served as our former advisor and our former property manager from November 2007 to September 2011 and as the Vice President – Portfolio Management from March 2008 to September 2011. Mr. Odland is responsible for developing investment strategies, sourcing, developing and managing the Company’s programmatic joint venture partnerships.

Prior to joining Behringer, from 2000 to 2007, Mr. Odland was Vice President of Portfolio Management at AMLI Residential Properties Trust, where he managed the company’s joint venture relationships and performed portfolio and asset management duties for the company’s southwest region which was valued in excess of $1.1 billion. From 1997 to 2000, Mr. Odland was a consultant with PricewaterhouseCoopers in the Real Estate Advisory Group. In this role, Mr. Odland performed valuation, market research, and due diligence activities for publicly traded REITS and institutional real estate funds.

Mr. Odland holds a Bachelor of Business Administration degree from the University of Wisconsin-Madison. Mr. Odland is a chartered financial analyst (CFA), a member of the CFA Society of Dallas-Fort Worth and a member of the Pension Real Estate Advisory Association.

James J. McGinley, III has served as our Senior Vice President – Chief Development Officer since June 30, 2014. Mr. McGinley served as a Senior Vice President of Behringer entities that served as our former advisor and our former property manager from August 2013 to June 2014. Mr. McGinley’s responsibilities include overseeing and managing all of our new multifamily development projects, as well as sourcing new equity partner relationships. Mr. McGinley has over 25 years of lending, financing, development and real estate investment experience in excess of $5 billion in total transaction value. Prior to joining Behringer, from August 2011 to February 2013, Mr. McGinley served as Group Vice President of Capital Markets for Archstone, formerly a New York Stock Exchange-listed apartment REIT that was taken private in 2007 and in 2013 was purchased by two large publicly traded apartment REITs, where he directed the project capital structuring and closing of the firm’s equity and capital relationships nationally. Additionally, from June 2006 to October 2009, primarily while Archstone was a publicly traded REIT, Mr. McGinley oversaw the firm’s third-party joint venture equity investments throughout the U.S. From October 2011 to August 2013, Mr. McGinley also operated his own national development consulting business with several clients, including Behringer, Archstone, and Phoenix Property Co. (“Phoenix”), a Dallas, Texas-based developer of multifamily communities and student housing communities. Prior to joining Archstone, from March 1999 to June 2006, Mr. McGinley served as a Development Partner for Phoenix, where he oversaw development of infill luxury multifamily and mixed-use properties in several western states. Prior to joining Phoenix, from March 1995 to February 1999, Mr. McGinley was with JPI, a national multifamily development and acquisitions company. During his career at JPI, Mr. McGinley held a variety of positions including Vice President of Development and Vice President of Finance. Mr. McGinley began his career with the predecessor of Bank of America. Mr. McGinley graduated from the University of Notre Dame Graduate School of Business with an MBA in finance, and holds a Bachelors of Business Administration degree in both finance and real estate from Southern Methodist University. Mr. McGinley is a graduate of the inaugural program of the Associate Leadership Council of The Real Estate Council and is an active member of that organization. In addition, Mr. McGinley is a member of the Urban Land Institute and the National Multifamily Housing Council.

CORPORATE GOVERNANCE

Director Independence

Our Corporate Governance Guidelines and the New York Stock Exchange (“NYSE”) listing standards require us to have a majority of independent directors. These standards require a majority of the board of directors to be independent and every member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee to be independent. The NYSE standards provide that to qualify as an independent director, in addition to satisfying certain bright-line criteria, the board of directors must affirmatively determine that a director has no material relationship with us (either directly, or as a partner, stockholder or officer of an organization that has a relationship with us).

Consistent with the NYSE independence standards, our board of directors has reviewed all relevant transactions or relationships between each director, or any of his family members, and the Company, our senior management team and our independent registered public accounting firm.  As a result of this review, the board of directors affirmatively determined that the following directors and nominees are independent for purposes of serving on the board of directors and meet the requirements set forth in our director independence standards: Messrs. Fitch, Kempner, Moreland, Patton and Pire and Ms. Jones. In making their independence determination, our board of directors considered the former relationship of Mr. Pire with Heitman LLC, which indirectly provides investment advisor services to a joint venture partner of the Company. The board of directors further determined that all members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are independent in accordance with applicable requirements.

Board Leadership Structure

Under our Corporate Governance Guidelines, the board of directors has the responsibility to fill the leadership positions of the Chairman of the Board and Chief Executive Officer as it deems best for the Company. The role of Chairman of the Board and Chief Executive Officer may be separate or combined, as the board of directors deems appropriate.

E. Alan Patton, one of our independent directors, has served as Chairman of the Board since September 2013, and Mark T. Alfieri currently serves as our Chief Executive Officer. Our board of directors believes that the current structure of separating the roles of Chairman and Chief Executive Officer is appropriate and effective for our Company and our stockholders. The board of directors believes that there are advantages to having an independent Chairman of the Board, including:

Our board of directors also believes that the current leadership structure helps to ensure that the appropriate level of oversight, independence and responsibility is applied to all board decisions, including risk oversight.

The duties of the independent Chairman of the Board include:

Executive Sessions of Independent Directors

Our independent directors hold executive sessions without management present as frequently as they deem appropriate, typically at the time of the first board meeting following each Audit Committee meeting held to review the Company’s quarterly or annual financial statements. The Chairman of the Board chairs each executive session and, after the session, acts as a liaison between the independent directors and the Chief Executive Officer.

Committees, Committee Charters, Corporate Governance Guidelines and Code of Business Conduct and Ethics

The board of directors has established three permanent committees: the Audit Committee; the Compensation Committee; and the Nominating and Corporate Governance Committee. Each such committee has the duties set forth below and is comprised entirely of independent directors. The charters of each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee as well as our Corporate Governance Guidelines may be accessed at the website maintained for us at www.monogramres.com/governance .

We have a commitment to conduct our business in accordance with the highest ethical principles. Our Code of Business Conduct and Ethics applies to our employees, officers and directors. A copy of our Code of Business Conduct and Ethics may be accessed on our website at www.monogramres.com/governance . If in the future we amend, modify or waive a provision in the Code of Business Conduct and Ethics, we may, rather than filing a Current Report on Form 8-K, satisfy the disclosure requirement by posting promptly such information on the website maintained for us as necessary.

Audit Committee . The Audit Committee assists the board of directors in discharging its responsibility for the accounting, reporting and financial practices of the Company. The Audit Committee’s primary function is to assist our board of directors in fulfilling its oversight responsibilities by reviewing and reporting to the board of directors on the integrity of the financial reports and other financial information provided to our stockholders and others, and on our compliance with legal and regulatory requirements. The Audit Committee’s responsibilities also include reviewing the qualifications, independence and performance, and approving the terms of engagement, of the independent auditor, overseeing the internal audit function and preparing any reports required of the Audit Committee under the rules of the SEC. The Audit Committee is comprised of Messrs. Patton, Moreland and Pire, and Ms. Jones. Mr. Pire is the Chairman of the Audit Committee, and our board of directors has determined that each of Messrs. Pire and Moreland and Ms. Jones is an “audit committee financial expert,” as defined by the rules of the SEC. During the fiscal year ended December 31, 2016, the Audit Committee met six times.

Compensation Committee . The Compensation Committee assists the board of directors in discharging its responsibility in all matters of compensation practices, including any salary and other forms of compensation of our executive officers and our directors. The primary duties of the Compensation Committee include reviewing and approving all forms of compensation for our executive officers, reviewing and approving all forms of compensation for our directors, approving all stock option grants, warrants, stock appreciation rights and other current or deferred compensation payable with respect to the current or future value of our shares and advising the board of directors on changes in compensation. The Compensation Committee also administers our Second Amended and Restated Incentive Award Plan (the “Incentive Award Plan”). The Compensation Committee is comprised of Messrs. Fitch, Kempner, Moreland and Pire. Mr. Fitch is the Chairman of the Compensation Committee. During the fiscal year ended December 31, 2016, the Compensation Committee met three times and acted by unanimous written consent four times.

Nominating and Corporate Governance Committee . The Nominating and Corporate Governance Committee assists the board of directors in discharging its responsibility in all matters relating to the nomination of board member candidates of the Company. The primary responsibilities of the Nominating and Corporate Governance Committee include identifying individuals qualified to serve on the board of directors, consistent with criteria approved by the board of directors, selecting, or recommending that the board of directors select, a slate of director nominees for election by the stockholders at the annual meeting, developing and recommending to the board of directors a set of corporate governance guidelines and periodically reevaluating such guidelines for the purpose of suggesting amendments to them if appropriate, and overseeing an annual evaluation of the board of directors and each of its committees. The Nominating and Corporate Governance Committee is comprised of Messrs. Fitch, Kempner and Pire, and Ms. Jones. Mr. Kempner is Chairman of the Nominating and Corporate Governance Committee. During the fiscal year ended December 31, 2016, the Nominating and Corporate Governance Committee met five times.

As part of the Nominating and Corporate Governance Committee’s 2017 annual governance review, the Nominating and Corporate Governance Committee intends to discuss with the board of directors the restrictions in the Company’s governing documents on the ability of stockholders to amend the Company’s bylaws. This review is in response to updated voting guidelines issued by a proxy advisory firm in late November, 2016. The Company expects this issue will receive strong consideration during the board of directors’ annual review process.

From time to time, our board of directors may form a special committee or committees comprised entirely of disinterested directors for a particular purpose or to review specified matters, such as the following committees.

Executive Committee. The board of directors formed the Executive Committee on December 14, 2015, which is comprised of Messrs. Alfieri, Fitch, Kempner, Moreland, Patton and Pire and Ms. Jones.  Mr. Patton is Chairman of the Executive Committee. The Executive Committee may exercise all the powers and authority of the board of directors of the Company in the management of the business and affairs of the Company as permitted by applicable law and the Company’s charter and bylaws.

Determination Committee . On December 14, 2015, the board of directors formed the Determination Committee, comprised of Messrs. Fitch, Kempner and Patton and chaired by Mr. Fitch. The purpose of the Determination Committee was to determine the proper interpretation of certain terms contained in the Company’s charter, including terms relating to the Company’s outstanding preferred stock, $0.0001 par value per share, classified as Series A non-participating, voting, cumulative, convertible 7.0% preferred stock (the “Series A Preferred Stock”), pursuant to the authority of the board of directors to make such determinations under Section 7.5 of the Company’s charter. Specifically, the Special Determination Committee was charged with determining the proper interpretation of the “Measurement Period” necessary to establish the conversion rate of the Series A Preferred Stock, assuming sufficient economic value under the conversion formula. In September, 2016, the Determination Committee made, and the board of directors approved, the determination that the Measurement Period begins on January 2, 2017 and ends on February 13, 2017. For more information regarding the Series A Preferred Stock, see “Corporate Governance - Selection of Director Nominees - Behringer Nomination Rights”.

None of the Executive Committee, the Determination Committee nor any other special or executive committees that may be formed are standing or permanent committees of the board of directors.

Meetings of the Board of Directors and Attendance at the Annual Stockholder Meeting

During the fiscal year ended December 31, 2016, the board of directors met 15 times. Each of the persons nominated for election to the board of directors who served as directors during 2016 attended over 93% of the aggregate number of meetings of the board of directors held during the period he or she was a director and the meetings of the committees on which he or she served. We encourage our directors to attend our stockholder meetings. In 2016, all of the persons currently nominated for election to the board of directors attended the annual meeting of stockholders.

Risk Oversight

We are exposed to a wide variety of risks in our business activities, including market, strategic, operational, financial, legal, competitive and regulatory risks. Our board of directors is responsible for oversight of risks facing our Company, while our management is responsible for the day-to-day management of risk. In its oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The board of directors receives updates in the ordinary course from management and outside advisors regarding risks we face, including any material litigation and various operating risks. The risk oversight function is also administered through the standing committees of our board of directors, which oversee risks inherent in their respective areas of responsibility, reporting to our board of directors regularly and involving our board of directors as necessary. The board of directors and its relevant committees review with management the risk management practices for which they have oversight responsibility. Further, we believe that our current leadership structure, including that of having an independent Chairman of the Board, enhances the board of directors’ ability to oversee risk.

Director Resignation Policy

The Company’s bylaws provide a majority vote standard for the election of directors in uncontested elections which incorporates a director resignation policy for any incumbent director who does not receive the requisite vote. This resignation policy requires that any incumbent director nominee who does not receive the affirmative vote of a majority of the total votes cast for and affirmatively withheld as to such nominee in an uncontested election must offer to resign from the board of directors. The board of directors would then decide within 90 days following certification of the stockholder vote, through a process involving the Nominating and Corporate Governance Committee and excluding the nominee in question, whether to accept or reject the tendered resignation. The board of directors would promptly publicly disclose its decision and the basis for it.

Selection of Director Nominees

Board Membership Criteria

The Nominating and Corporate Governance Committee annually reviews with the board of directors the appropriate experience, skills, and characteristics required of board members in the context of the then-current membership of the board of directors. This assessment includes, in the context of the perceived needs of the board of directors at that time, issues of knowledge, experience, judgment, and skills such as an understanding of the real estate industry or brokerage industry or accounting or financial management expertise. No one person is likely to possess deep experience in all of these areas. Therefore, the board of directors and the Nominating and Corporate Governance Committee have sought a diverse board of directors whose members collectively possess these skills and experiences.

Other considerations include the candidate’s independence from conflict with us and the ability of the candidate to attend board meetings regularly and to devote an appropriate amount of effort in preparation for those meetings. It also is expected that independent directors nominated by the board of directors shall be individuals who possess a reputation and hold (or have held) positions or affiliations befitting a director of a large publicly held company and are (or have been) actively engaged in their occupations or professions or are otherwise regularly involved in the business, professional or academic community.

As detailed in the director biographies, the board of directors and the Nominating and Corporate Governance Committee believe that the slate of directors recommended for election at the Annual Meeting possess these diverse skills and experiences.

Selection of Directors

The board of directors is responsible for selecting its own nominees and recommending them for election by the stockholders. The board of directors delegates the screening process necessary to identify qualified candidates to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee annually reviews director suitability and the continuing composition of the board of directors. It then recommends director nominees who are voted on by the full board of directors. All director nominees then stand for election by the stockholders annually.

In recommending director nominees to the board of directors, the Nominating and Corporate Governance Committee solicits candidate recommendations from its own members, other directors, and management and outside consultants. The Nominating and Corporate Governance Committee may engage the services of a search firm to assist in identifying potential director nominees.

The Nominating and Corporate Governance Committee will consider recommendations made by stockholders for director candidates who meet the established director criteria set forth above. In evaluating the persons recommended as potential directors, the Nominating and Corporate Governance Committee will consider each candidate without regard to the source of the recommendation and take into account those factors that the Nominating and Corporate Governance Committee determines are relevant.

Stockholders may directly nominate potential directors for consideration by the board of directors (without the recommendation of the Nominating and Corporate Governance Committee) by satisfying the procedural requirements for such nomination as provided in our bylaws. See “Additional Information – Stockholder Proposals” for more information.

Because our directors take a critical role in guiding our strategic direction and oversee our management, board candidates must demonstrate broad-based business and professional skills and experiences, global business and social perspective, concern for the long-term interests of our stockholders, and personal integrity and judgment. In addition, directors must have time available to devote to board activities and to enhance their knowledge of our industry. Diversity in personal background, race, gender, age and nationality for the board of directors as a whole may be taken into account favorably in considering individual candidates. The Nominating and Corporate Governance Committee seeks to nominate directors with diverse backgrounds, experiences and skill sets that complement each other so as to maximize the collective knowledge, experience, judgment and skills of the entire board of directors. The Nominating and Corporate Governance Committee assesses its effectiveness in achieving this goal annually, in part, by reviewing the diversity of the skill sets of the directors and determining whether there are any deficiencies in the board of directors’ collective skill set that should be addressed in the nominating process. The Nominating and Corporate Governance Committee made such assessment in connection with director nominations for the Annual Meeting and determined that the composition of the current board of directors satisfies its diversity objectives.

The nominees to be considered for membership to the board of directors at this Annual Meeting were recommended and nominated by the Nominating and Corporate Governance Committee and approved by the full board of directors on April 10, 2017.

Behringer Nomination Rights

In connection with our transition to a self-managed company, we issued to Behringer, our former external advisor, 10,000 shares of Series A Preferred Stock. Under the terms of a master modification agreement entered into among us, Monogram Residential OP LP, Monogram Residential REIT TRS Holding, LLC and certain Behringer entities, dated as of July 31, 2013 in connection with our transition (the “Master Modification Agreement”), Behringer was entitled to designate two nominees to serve as our directors, subject to certain conditions and for as long as Behringer and its affiliates held, in the aggregate, at least 2,500 shares of the Series A Preferred Stock. In connection with the Company’s 2016 annual meeting of stockholders, Behringer designated Robert S. Aisner and Michael D. Cohen as the two Behringer Nominees.

As previously reported in our public filings, we have been involved in litigation in the Circuit Court for Baltimore City, Maryland (the “Circuit Court”) with Behringer over the terms of the Series A Preferred Stock. The Series A Preferred Stock was issued to a Behringer affiliate (the “Behringer Preferred Stockholder”) in 2013 in connection with our transition to a self-managed company.  As previously disclosed, we disagreed with Behringer on the timing of the start and end of the measurement period (as used in our Charter, the “Measurement Period”) necessary to establish the appropriate conversion terms, including the conversion rate, of the Series A Preferred Stock. On March 17, 2017, the Circuit Court issued an order (the “Order”) granting our motion for summary judgment finding, among other things, that (i) the Measurement Period in connection with the Listing began on January 2, 2017 and ended on February 13, 2017 (the “Expiration Date”), (ii) on the Expiration Date, all shares of the Series A Preferred Stock ceased to be outstanding and (iii) assuming the conversion value of the Series A Preferred Stock was zero on such Expiration Date, all shares of the Series A Preferred Stock would be automatically deemed cancelled as of the Expiration Date without further consideration.

The Order confirms the correctness of the prior determination made by the Determination Committee and our board of directors with respect to the timing of the Measurement Period and the Company’s determination that, based on the trading price of the Company’s shares of common stock during such Measurement Period, all outstanding shares of Series A Preferred Stock were properly canceled and ceased to be outstanding as of the Expiration Date without further consideration. As a result, Behringer’s contractual rights to designate two nominees expired on such date. On April 19, 2017, the 30-day period for Behringer to appeal the Order expired. In addition, the Company and Behringer filed a Joint Motion to Dismiss with Prejudice the matter filed by Behringer in the District Court of Dallas County, Texas, regarding the same dispute, which motion was granted by the court on April 10, 2017. As a result, there is no longer any pending litigation or appeal rights between the parties.

Policy Concerning Hedging and Pledging Transactions

Certain transactions in Company securities (such as purchases and sales of publicly traded put, call or other derivative security options, short sales, hedging transactions such as prepaid variable forwards, equity swaps and collars) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when the pledgor is aware of material, non-public information or otherwise is not permitted to trade in Company securities. Therefore, under our policy, executive officers and directors are prohibited from engaging in short sales and derivative transactions, purchasing Company securities on margin and pledging Company securities as collateral for a loan.

Communication with Directors

The Company has established several means for stockholders and other interested parties to communicate concerns to the Company’s directors:

confidentially or otherwise) to the Chairman of the Audit Committee, who can be contacted by using our Ethics Hotline by telephone at 855.217.9943 or on the Internet at www.monogramres.ethicspoint.com .