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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 18, 2024
 
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareAHHNew York Stock Exchange
6.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per shareAHHPrANew 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.

On July 18, 2024, Armada Hoffler Properties, Inc. (the “Company”) terminated the employment of Shelly R. Hampton, the former President of Asset Management of the Company, without cause.

On July 23, 2024, Ms. Hampton and the Company entered into a Separation and General Release Agreement (the “Separation Agreement”) that will become effective on July 31, 2024, unless it is earlier revoked. Subject to the terms and conditions of the Separation Agreement, Ms. Hampton will be entitled to severance payments and other benefits that are consistent with the compensation and other benefits applicable to a Tier II Participant in the Armada Hoffler, L.P. Amended and Restated Executive Severance Benefit Plan, as defined therein and as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2024. Additionally, pursuant to the Separation Agreement, the Company accelerated the vesting of an aggregate of 28,432 unvested shares of restricted stock held by Ms. Hampton. All of Ms. Hampton’s other outstanding unvested equity awards were forfeited pursuant to the Separation Agreement.

Ms. Hampton executed a release of claims against the Company in connection with entering into the Separation Agreement. Under the Separation Agreement, Ms. Hampton has agreed (A) not to disclose any confidential or proprietary information of the Company and (B) not to compete with the Company or solicit the Company’s employees, customers or vendors for one year following her Termination Date. Each of the Company and Ms. Hampton also agreed not to disparage the other party.

The foregoing summary of the Separation Agreement is not a complete description of all of the terms and conditions, and is qualified in its entirety by reference to the full text of the agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.
Description
10.1
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: July 24, 2024By:/s/ Matthew Barnes-Smith
 Matthew Barnes-Smith
 Chief Financial Officer, Treasurer, and Corporate Secretary


Exhibit 10.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
v3.24.2
Document and Entity Information
Jul. 18, 2024
Entity Listings [Line Items]  
Document Type 8-K
Document Period End Date Jul. 18, 2024
Entity Registrant Name ARMADA HOFFLER PROPERTIES, INC.
Entity Incorporation, State or Country Code MD
Entity File Number 001-35908
Entity Tax Identification Number 46-1214914
Entity Address, Address Line One 222 Central Park Avenue
Entity Address, Address Line Two Suite 2100
Entity Address, City or Town Virginia Beach
Entity Address, State or Province VA
Entity Address, Postal Zip Code 23462
City Area Code 757
Local Phone Number 366-4000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001569187
Common stock  
Entity Listings [Line Items]  
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol AHH
Security Exchange Name NYSE
Redeemable convertible preferred stock  
Entity Listings [Line Items]  
Title of 12(b) Security 6.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
Trading Symbol AHHPrA
Security Exchange Name NYSE
Armada Hoffler Properties (NYSE:AHH-A)
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