Current Report Filing (8-k)
22 März 2022 - 11:00AM
Edgar (US Regulatory)
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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 16,
2022
ARMADA HOFFLER PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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Maryland |
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001-35908 |
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46-1214914 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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222 Central Park Avenue |
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Suite 2100 |
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Virginia Beach |
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Virginia |
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23462 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(757) 366-4000
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)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, $0.01 par value per share |
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AHH |
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New York Stock Exchange |
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6.75% Series A Cumulative Redeemable Perpetual Preferred Stock,
$0.01 par value per share |
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AHHPrA |
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New York Stock Exchange |
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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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Resignation of Michael P. O’Hara as Chief Financial Officer,
Treasurer and Corporate Secretary
On March 16, 2022, Michael P. O’Hara informed Armada Hoffler
Properties, Inc. (the “Company”) of his decision to retire from the
Company, effective December 31, 2022, and to resign from his
positions as Chief Financial Officer, Treasurer and Corporate
Secretary, effective immediately. Mr. O’Hara’s decision to retire
at the end of 2022 and to resign his current positions is not the
result of any disagreements with the Company with respect to its
operations, policies or practices.
As discussed further below, pursuant to a preexisting succession
plan, Matthew Barnes-Smith, who had previously served as Executive
Vice President of the Company, has been appointed Chief Financial
Officer, Treasurer and Corporate Secretary of the Company. Mr.
O’Hara will remain with the Company through the end of 2022 in
order to facilitate an orderly transition of his responsibilities
to Mr. Barnes-Smith and focus his efforts on the Company’s
development projects in Baltimore, MD.
Appointment of Matthew Barnes-Smith as Chief Financial Officer,
Treasurer and Corporate Secretary
On March 18, 2022, the Board of Directors (the “Board”) of the
Company appointed Mr. Barnes-Smith to the positions of Chief
Financial Officer, Treasurer and Corporate Secretary of the
Company. Mr. Barnes-Smith also will serve as the Company’s
principal financial officer and principal accounting
officer.
Matthew Barnes-Smith, age 36, joined the Company in September 2020
as the Company’s Executive Vice President of Finance and assisted
in overseeing the organization in the areas of financial planning,
accounting, strategy and risk management. Prior to joining the
Company, he served as the Chief Administration Officer for The Port
of Virginia from July 2017 to September 2020, where he was
accountable for various business functions including financial
analytics and reporting, as well as procurement and cost control.
From December 2013 to June 2017, Mr. Barnes-Smith served as the
Vice President Strategic Planning & Analytics for The Port of
Virginia. He earned his Bachelor’s degree in Economics with Finance
from Oklahoma State University, where he also received his Master’s
degree in Economics
The Board has not made any determinations regarding the
compensatory arrangements for Mr. Barnes-Smith in connection with
his promotion, and there are currently no changes to Mr.
Barnes-Smith’s compensatory arrangements.
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Item 7.01
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Regulation FD Disclosure.
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On March 22, 2022, the Company issued a press release announcing
the resignation of Mr. O’Hara and the appointment of Mr.
Barnes-Smith. A copy of the press release is attached hereto as
Exhibit 99.1 to this report and is incorporated in this Item 7.01
by reference.
The information contained in Item 7.01 of this Current Report on
Form 8-K (including Exhibit 99.1 attached hereto) shall not be
deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly provided
by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No. |
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Description |
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104 |
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Cover Page Interactive Data File - the cover page XBRL tags are
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.
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ARMADA HOFFLER PROPERTIES, INC. |
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Date: March 22, 2022 |
By: |
/s/ Matthew Barnes-Smith |
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Matthew Barnes-Smith |
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Chief Financial Officer, Treasurer, and Corporate
Secretary |
Armada Hoffler Properties (NYSE:AHH-A)
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