Washington, D.C. 20549
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
(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.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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.
Date: June 6, 2022 By: /s/ Matthew T. Barnes-Smith
  Matthew T. Barnes-Smith
  Chief Financial Officer, Treasurer, and Corporate Secretary

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