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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): July 11, 2025

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.
(Exact name of registrant specified in its charter)
______________________________________________________
Maryland000-5438226-3842535
(State or other jurisdiction of
incorporation or organization)		(Commission File Number)(IRS Employer
Identification No.)

11766 Wilshire Blvd., Suite 1670
Los Angeles, California 90025
(Address of principal executive offices)

Registrant’s telephone number, including area code: (866) 722-6257

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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
NoneN/AN/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. o





ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 11, 2025, 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 2026,
(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, 2025.
(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 for, against, abstentions and broker non-votes were as follows:
NameVotes ForVotes AgainstVotes AbstainedBroker Non-Votes
Keith D. Hall26,859,775 1,593,604 872,795 20,102,525 
Peter McMillan III26,826,962 1,638,711 860,501 20,102,525 
William M. Petak26,892,177 1,566,963 867,034 20,102,525 
Laurent Degryse26,879,003 1,578,568 868,603 20,102,525 
Kenneth G. Yee26,905,746 1,572,788 847,640 20,102,525 
The voting was closed on Proposal No. 1.

Proposal No. 2: The ratification of the appointment of E&Y
The appointment of E&Y was ratified. The results of the vote on the ratification of the appointment of E&Y as the Company’s independent registered public accounting firm for the year ending December 31, 2025 were as follows:
Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
Ratification of E&Y Appointment51,861,604 633,913 338,145 N/A
The voting was closed on Proposal No. 2.

Proposal No. 3: Approval of amendments to the Company's charter
Because each of Proposal Nos. 3.A, 3.B and 3.C to amend the Company’s charter required the affirmative vote of the holders of at least a majority of the Company’s outstanding shares of common stock entitled to vote thereon in order to pass, and sufficient votes to meet this threshold were not received, each of Proposal Nos. 3.A, 3.B and 3.C to amend the Company’s charter did not pass. The Company elected not to adjourn the meeting to a later date to solicit additional votes in favor of Proposal Nos. 3.A, 3.B and 3.C, although Proposal No. 4 was passed. The results of the vote were as follows:
Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
Proposal 3.A30,125,280 1,575,072 1,030,785 20,102,525 
Proposal 3.B30,335,685 1,381,794 1,013,658 20,102,525 
Proposal 3.C29,429,902 2,220,034 1,081,201 20,102,525 
The voting was closed on Proposal Nos. 3.A, 3.B and 3.C.


Proposal No. 4: Approval for the chairman to adjourn the annual meeting
The proposal 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 Company’s charter if there are not sufficient votes for the proposals was passed. The results of the vote were as follows:
Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
Permission to Adjourn Meeting50,324,845 1,679,717 829,100 N/A
The voting was closed on Proposal No. 4.


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 11, 2025 BY:    
/S/ PETER MCMILLAN III
   Peter McMillan III
   Chairman of the Board, President and Director
   (principal financial officer)