Executive Change · Shareholder Vote

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): May 30, 2024 ELME COMMUNITIES (Exact name of registrant as specified in its charter) Maryland 001-06622 53-0261100 (State of incorporation) (Commission File Number) (IRS Employer Identification No.) 7550 WISCONSIN AVE, SUITE 900 , BETHESDA , MD 20814 (Address of principal executive office) (Zip code) Registrant’s telephone number, including area code: ( 202 )  774-3200 ___________________________________________________ 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 class Trading Symbol(s) Name of each exchange on which registered Shares of Beneficial Interest ELME NYSE 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. ☐ Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As described below in Item 5.07 of this Current Report on Form 8-K, at the Elme Communities (“Elme”) 2024 annual meeting of shareholders on May 30, 2024 (the “annual meeting”), the shareholders of Elme approved the amendment and restatement of the Elme Communities 2016 Omnibus Incentive Plan (as amended and restated effective as of May 30, 2024) (the “Plan”) that, among other things, increased the number of shares available for issuance under the Plan by 2,900,000 common shares of beneficial interest, par value $0.01. The material terms and conditions of the Plan have been previously described under Proposal 3 of Elme’s Definitive Proxy Statement on Schedule 14A , as filed with the Securities and Exchange Commission on April 18, 2024, and are incorporated by reference into Item 5.02 of this Current Report on Form 8-K. The foregoing summary is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. Election of Directors At the annual meeting held on May 30, 2024, Elme’s shareholders elected Jennifer S. Banner as a trustee of the Board of Trustees (the “Board”) to serve until Elme’s 2025 annual meeting of shareholders and until her successor is elected and qualifies. Ms. Banner received the following votes: For   Against   Abstain   Broker Non-Votes 72,111,769 937,345 52,630 7,397,560 Elme’s shareholders also elected Benjamin S. Butcher as a trustee of the Board to serve until Elme’s 2025 annual meeting of shareholders and until his successor is elected and qualifies. Mr. Butcher received the following votes: For Against Abstain Broker Non-Votes 72,555,217 484,986 61,541 7,397,560 Elme’s shareholders also elected Susan Carras as a trustee of the Board to serve until Elme’s 2025 annual meeting of shareholders and until her successor is elected and qualifies. Ms. Carras received the following votes: For Against Abstain Broker Non-Votes 72,511,718 535,435 54,591 7,397,560 Elme’s shareholders also elected Ellen M. Goitia as a trustee of the Board to serve until Elme’s 2025 annual meeting of shareholders and until her successor is elected and qualifies. Ms. Goitia received the following votes: For Against Abstain Broker Non-Votes 71,949,692 1,108,934 43,118 7,397,560 Elme’s shareholders also elected Paul T. McDermott as a trustee of the Board to serve until Elme’s 2025 annual meeting of shareholders and until his successor is elected and qualifies. Mr. McDermott received the following votes: For   Against   Abstain   Broker Non-Votes 70,501,252 2,513,905 86,587 7,397,560 Elme’s shareholders also elected Thomas H. Nolan, Jr. as a trustee of the Board to serve until Elme’s 2025 annual meeting of shareholders and until his successor is elected and qualifies. Mr. Nolan received the following votes: For Against Abstain Broker Non-Votes 71,873,198 1,179,946 48,600 7,397,560 Elme’s shareholders also elected Anthony L. Winns as a trustee of the Board to serve until Elme’s 2025 annual meeting of shareholders and until his successor is elected and qualifies. Mr. Winns received the following votes: For Against Abstain Broker Non-Votes 68,678,927 4,373,194 49,623 7,397,560 Advisory Vote to Approve Named Executive Officer Compensation Elme’s shareholders approved, by nonbinding advisory vote, the compensation paid to Elme’s named executive officers. This proposal received the following votes: For Against Abstain Broker Non-Votes 69,677,166 3,226,286 198,292 7,397,560 Approval of the Amendment and Restatement of the 2016 Omnibus Incentive Plan Elme’s shareholders approved the amendment and restatement of the 2016 Omnibus Incentive Plan. This proposal received the following votes: For Against Abstain Broker Non-Votes 70,345,877 2,555,074 200,793 7,397,560 Ratification of Ernst & Young as Elme’s Independent Registered Public Accounting Firm Elme’s shareholders ratified the appointment of Ernst & Young LLP as Elme’s independent registered public accounting firm for the fiscal year ending December 31, 2024. This proposal received the following votes: For Against Abstain Broker Non-Votes 78,462,124 1,959,747 77,433 — The results reported above are final voting results. Item 9.01. Financial Statements and Exhibits. (d ) Exhibits : Exhibit No. Description 10.1 Elme Communities 2016 Omnibus Incentive Plan (as amended and restated effective as of May 30, 2024) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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. ELME COMMUNITIES (Registrant) By: /s/ W. Drew Hammond (Signature) W. Drew Hammond Senior Vice President and Chief Administrative Officer June 4, 2024 (Date)