Additional Proxy Soliciting Materials (definitive) (defa14a)
06 Juni 2022 - 11:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed
by a Party other than the Registrant ¨
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
ARMADA HOFFLER PROPERTIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11 |
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ADDITIONAL INFORMATION REGARDING THE ANNUAL MEETING OF
STOCKHOLDERS
TO BE HELD ON JUNE 15, 2022
Resignation of Director
On June 3, 2022, Dorothy S. McAuliffe informed the board of
directors (the “Board”) of Armada Hoffler Properties, Inc. (the
“Company”) of her resignation as a member of the Board, effective
immediately. Ms. McAuliffe also served as a member of the Audit
Committee of the Board (the “Audit Committee”). Ms. McAuliffe’s
resignation was not the result of any disagreements with the
Company on any matter relating to the Company’s operations,
policies or practices. Ms. McAuliffe was a nominee standing for
re-election to the Board at the Company’s 2022 Annual Meeting of
Stockholders, to be held on June 15, 2022 (the “Annual Meeting”).
As a result of Ms. McAuliffe’s resignation, she will not be a
nominee for election to the Board at the Annual Meeting. Due to the
limited time until the Annual Meeting and the Board’s desire to
engage in a thoughtful process to identify exceptionally qualified
Board candidates that share the Company’s commitment to
environmental, social and governance issues, the Board has not
designated a substitute nominee for Ms. McAuliffe, has reduced the
size of the Board from nine members to eight members to eliminate
the vacancy that results from Ms. McAuliffe’s resignation, and only
the eight remaining nominees named in the Company’s definitive
Proxy Statement, dated April 22, 2022, relating to the Annual
Meeting (the “Proxy Statement’) will be standing for election at
the Annual Meeting.
Impact on Voting at the Annual Meeting
If you have already voted your shares by proxy, you do not need to
take any action and your shares will be voted as specified in your
prior vote. Other than Ms. McAuliffe, the director nominees named
in the Proxy Statement will stand for election at the Annual
Meeting. Notwithstanding the withdrawal of Ms. McAuliffe’s
nomination, the form of proxy card included in the Company’s
definitive proxy materials remains valid, and no new proxy cards
will be distributed. Any votes that have been submitted with
instructions to vote for all of the Board’s nominees will be voted
only with regard to the election of the eight remaining director
nominees, as named in the Proxy Statement, unless you choose to
revoke your proxy. Votes with respect to Ms. McAuliffe will be
disregarded.
Appointment of Audit Committee Member
On June 6, 2022, the Board, upon the recommendation of the
Nominating and Corporate Governance Committee of the Board,
appointed Eva S. Hardy as a member of the Audit Committee,
effective immediately, to fill the vacancy created by the
resignation of Ms. McAuliffe. Ms. Hardy will serve until the Annual
Meeting or her earlier resignation or removal.
By Order of the Board of Directors,
Matthew T. Barnes-Smith
Chief Financial Officer, Treasurer and Corporate
Secretary
Virginia Beach, Virginia
June 6, 2022
Armada Hoffler Properties (NYSE:AHH-A)
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Armada Hoffler Properties (NYSE:AHH-A)
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