Current Report Filing (8-k)
06 Juni 2022 - 11:22PM
Edgar (US Regulatory)
0001569187false00015691872022-06-032022-06-030001569187us-gaap:CommonStockMember2022-06-032022-06-030001569187us-gaap:RedeemableConvertiblePreferredStockMember2022-06-032022-06-03
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): June 3,
2022
ARMADA HOFFLER PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maryland |
|
001-35908 |
|
46-1214914 |
|
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
222 Central Park Avenue |
, |
Suite 2100 |
|
|
|
Virginia Beach |
, |
Virginia |
|
23462 |
|
(Address of principal executive offices) |
|
(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)
☐
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 |
|
Common Stock, $0.01 par value per share |
|
AHH |
|
New York Stock Exchange |
|
6.75% Series A Cumulative Redeemable Perpetual Preferred Stock,
$0.01 par value per share |
|
AHHPrA |
|
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. ☐
|
|
|
|
|
|
|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
|
Resignation of Dorothy S. McAuliffe as a Member of the Board of
Directors
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.
In accordance with the Company's Articles of Amendment and
Restatement and the Company’s Amended and Restated Bylaws, the
Board has reduced the number of directors of the Company from nine
members to eight members.
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
Company’s 2022 Annual Meeting of Stockholders or her earlier
resignation or removal.
|
|
|
|
|
|
|
Item 7.01
|
Regulation FD Disclosure.
|
On June 6, 2022, the Company issued a press release announcing the
resignation of Dorothy S. McAuliffe and the appointment of Eva S.
Hardy as a member of the Audit Committee. 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.
|
|
|
|
|
|
|
|
|
Exhibit
No. |
|
Description |
|
|
|
|
|
|
|
|
|
104 |
|
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.
|
|
|
|
|
|
|
|
|
|
|
ARMADA HOFFLER PROPERTIES, INC. |
|
|
|
|
Date: June 6, 2022 |
By: |
/s/ Matthew T. Barnes-Smith |
|
|
Matthew T. Barnes-Smith |
|
|
Chief Financial Officer, Treasurer, and Corporate
Secretary |
Armada Hoffler Properties (NYSE:AHH-A)
Historical Stock Chart
Von Jul 2022 bis Aug 2022
Armada Hoffler Properties (NYSE:AHH-A)
Historical Stock Chart
Von Aug 2021 bis Aug 2022
