Current Report Filing (8-k)
February 24 2020 - 5:31PM
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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): February 20, 2020
ARMADA HOFFLER
PROPERTIES, INC.
(Exact name of registrant
as specified in its charter)
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, Suite 2100
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Virginia Beach, Virginia
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23462
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(Address of principal executive offices)
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(Zip Code)
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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
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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
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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 5.03.
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Amendments to Articles of Incorporation or Bylaws.
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On February 20, 2020, the Board of Directors
(the “Board”) of Armada Hoffler Properties, Inc. (the “Company”) adopted a resolution prohibiting the Company
from electing to classify the Board pursuant to Section 3-802(c) of the Maryland General Corporation Law (the “MGCL”),
commonly referred to as the Maryland Unsolicited Takeover Act (“MUTA”), unless a proposal to repeal such resolution
is approved by the stockholders of the Company by the affirmative vote of at least a majority of the votes cast on the matter by
stockholders entitled to vote generally in the election of directors. In accordance with the MGCL, the Company filed with the State
Department of Assessments and Taxation of the State of Maryland Articles Supplementary describing this prohibition (the “Articles
Supplementary”), which became effective upon filing on February 20, 2020.
The foregoing description of the Articles
Supplementary is not complete and is qualified in its entirety by reference to the full text of the Articles Supplementary filed
as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01.
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Regulation FD Disclosure.
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On February 24, 2020, the Company issued
a press release announcing its decision to waive the option to classify its Board under MUTA, which is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
In accordance with General Instructions
B.2 and B.6 of Form 8-K, the information included in Item 7.01 of this Current Report on Form 8-K, including exhibit 99.1 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 into any
filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth
by specific reference in such a filing.
Item 9.01.
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Financial Statements and
Exhibits.
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(d) Exhibits.
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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Dated: February 24, 2020
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By:
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/s/ Michael P. O’Hara
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Michael P. O’Hara
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Chief Financial Officer, Treasurer and Corporate Secretary
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