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): December 5, 2014

_______________

 

CAMPUS CREST COMMUNITIES, INC.

(Exact name of Registrant as Specified in Charter)

 

Maryland

 

001-34872

 

27-2481988

(State or other Jurisdiction of
Incorporation)
 

(Commission File
Number)

 

(IRS Employer
Identification No.)

 

2100 Rexford Road, Suite 414
Charlotte, North Carolina

 

 

28211

(Address of principal executive offices)   (Zip code)

 

Registrant’s telephone number, including area code: (704) 496-2500

 

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 (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

xSoliciting 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))

 

 
 

 

ITEM 8.01. OTHER EVENTS

 

On December 5, 2014, Campus Crest Communities, Inc. issued a press release acknowledging receipt of director nominations in connection with its 2015 Annual Meeting of Shareholders. The press release is attached as Exhibit 99.1 and incorporated herein by reference.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

(d)Exhibits.

 

Exhibit No.

Description

   
99.1 Press Release dated December 5, 2014.

 

 
 

 

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.

 

  CAMPUS CREST COMMUNITIES, INC.
     

/s/ Aaron Halfacre

 
     

Date: December 5, 2014

Aaron Halfacre
Executive Vice President and Chief
Investment Officer

 

 

 

 



CCG Comments on Director Nominations

CHARLOTTE, N.C., Dec. 5, 2014 /PRNewswire/ -- Campus Crest Communities, Inc. (the "Company") (NYSE: CCG), today confirmed receipt of notice from Clinton Group, Inc. ("Clinton") that it intends to nominate four candidates to stand for election to the Company's Board of Directors at the Company's 2015 Annual Meeting. As of November 11, 2014, Clinton reported owning approximately 0.8% of the Company's outstanding shares. The Company will review Clinton's notice to ensure that it complies with the Company's bylaws and applicable law. The Company's Board of Directors and the Board's Nominating and Corporate Governance Committee will consider the nominations in due course.

Campus Crest Communities Logo

As the Company previously communicated on its November 4, 2014, earnings conference call with analysts and investors, as well as in its direct discussions with Clinton principals, the Company is in the process of thoughtfully enhancing its corporate governance as part of its ongoing strategic repositioning. As part of this initiative, the Company has engaged Korn Ferry to conduct an executive search to identify highly qualified, REIT-experienced independent directors for nomination for election to the Company's Board of Directors at the Company's 2015 Annual Meeting. As communicated to Clinton prior to their December 4, 2014, press release, all five of Clinton's initial suggested candidates, including a candidate who subsequently withdrew his name from consideration, have been submitted by the Company to Korn Ferry for inclusion in the ongoing search process. The Company anticipates completing the search process prior to its next earnings release.

"We appreciate input from all of our investors as we seek to maximize shareholder value through our strategic repositioning," stated Executive Chairman and Interim CEO Richard Kahlbaugh. "The Board believes that fresh ideas and relevant experience are critical during this time of transition. We look forward to nominating exceptional candidates for consideration by our shareholders."

"The Company has made great strides to improve shareholder value over the past several months by resolving the Copper Beech transaction, exiting the construction and development business, effectuating shareholder-desired executive management changes and beginning meaningful operational improvement and cost saving initiatives," stated Chief Investment Officer Aaron Halfacre. "Along with our active efforts to strengthen the balance sheet and deliver NOI growth, enhancing corporate governance is an important next step and we look forward to providing more detail on these topics in the coming months."

About Campus Crest Communities, Inc.

Campus Crest Communities, Inc. is a leading owner and manager of high-quality student housing properties located close to college campuses in targeted markets. It has ownership interests in 86 student housing properties with over 46,000 beds across North America. Additional information can be found on the Company's website at http://www.campuscrest.com.

Additional Information and Where to Find It

The Company, its directors and certain executive officers are participants in the solicitation of proxies from shareholders in connection with the Company's 2015 Annual Meeting of Shareholders (the "Annual Meeting"). The Company plans to file a proxy statement (the "2015 Proxy Statement") with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies for the Annual Meeting. Information regarding the names of the Company's directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Company's proxy statement for its 2014 annual meeting of shareholders, filed with the SEC on March 12, 2014. Additional information can be found in the Company's Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 3, 2014 and its Quarterly Reports on Form 10-Q for the first three quarters of the 2014 fiscal year filed on May 12, 2014, August 11, 2014, and November 10, 2014, respectively. To the extent holdings of the Company's securities have changed since the amounts printed in the proxy statement for the 2014 annual meeting of shareholders, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. These documents are available free of charge at the SEC's website at www.sec.gov. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the 2015 Proxy Statement and other relevant documents to be filed with the SEC in connection with the Annual Meeting.

Promptly after filing its definitive 2015 Proxy Statement with the SEC, the Company will mail the definitive 2015 Proxy Statement and a WHITE proxy card to each shareholder entitled to vote at the Annual Meeting. SHAREHOLDERS ARE URGED TO READ THE 2015 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain, free of charge, copies of the definitive 2015 Proxy Statement and any other documents filed by the Company with the SEC in connection with the Annual Meeting at the SEC's website (http://www.sec.gov), at the Investors section of the Company's website (http://www.campuscrest.com) or by writing to Investor Relations, Campus Crest Communities, Inc., 2100 Rexford Road, Suite 414, Charlotte, NC 28211.

Logo - http://photos.prnewswire.com/prnh/20141205/162610LOGO



CONTACT: Investor Relations, (704) 496-2500, Investor.Relations@CampusCrest.com

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