AH Realty Trust, Inc 8-K, filed Jun 15, 2023
AH Realty Trust, Inc. (AHRT)
8-K
2023-06-15
For: 2023-06-14
View Original
Added on
April 05, 2026
About this 8-K
AH Realty Trust, Inc filed this 8-K on June 15, 2023, reporting on events of June 14, 2023.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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 14, 2023
(Exact name of registrant as specified in its charter)
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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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 5.07. Submission of Matters to a Vote of Security Holders.
On June 14, 2023, Armada Hoffler Properties, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted on four proposals presented at the Annual Meeting, which are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on April 21, 2023, and Supplement No. 1 to the Company’s Definitive Proxy Statement, filed with the SEC on May 12, 2023 (together, the “Proxy Statement”). Holders of 62,619,219 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting.
The following are the voting results of the proposals submitted to the Company’s stockholders at the Annual Meeting:
Proposal 1 (Election of Directors) — The Company’s stockholders elected the following nine persons as directors of the Company, each to serve as such until the Company’s annual meeting of stockholders to be held in 2024, or until his or her respective successor is duly elected and qualified. The following table sets forth the voting results for each director nominee:
| Director Nominee | For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| George F. Allen | 38,948,590 | 16,948,801 | 37,724 | 6,684,104 | ||||||||||||||||||||||
| James A. Carroll | 54,204,471 | 1,699,551 | 31,093 | 6,684,104 | ||||||||||||||||||||||
| James C. Cherry | 52,123,114 | 3,768,427 | 43,574 | 6,684,104 | ||||||||||||||||||||||
| Dennis H. Gartman | 55,794,565 | 118,543 | 22,007 | 6,684,104 | ||||||||||||||||||||||
| Louis S. Haddad | 54,720,456 | 1,171,916 | 42,743 | 6,684,104 | ||||||||||||||||||||||
| Eva S. Hardy | 52,502,723 | 3,402,672 | 29,720 | 6,684,104 | ||||||||||||||||||||||
| Daniel A. Hoffler | 50,390,448 | 5,114,455 | 430,212 | 6,684,104 | ||||||||||||||||||||||
| A. Russell Kirk | 51,319,810 | 4,182,222 | 433,083 | 6,684,104 | ||||||||||||||||||||||
| John W. Snow | 52,522,867 | 3,373,644 | 38,604 | 6,684,104 | ||||||||||||||||||||||
Proposal 2 (Ratification of Ernst & Young LLP) — The Company’s stockholders approved the proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023. The following table sets forth the voting results for this proposal:
| For | Against | Abstentions | ||||||||||||
| 60,552,406 | 2,015,565 | 51,248 | ||||||||||||
Proposal 3 (Advisory Vote on Executive Compensation) — The Company’s stockholders approved, in an advisory (non-binding) vote, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The following table sets forth the voting results for this proposal:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 53,099,320 | 2,687,375 | 148,420 | 6,684,104 | |||||||||||||||||
Proposal 4 (Approval of Amendment No. 1 to the Plan) — The Company’s stockholders approved Amendment No. 1 to the Company’s Amended and Restated 2013 Equity Incentive Plan (the “Plan”). The following table sets forth the voting results for this proposal:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 51,620,617 | 3,279,465 | 1,035,033 | 6,684,104 | |||||||||||||||||
Item 7.01. Regulation FD Disclosure.
On June 15, 2023, the Company issued a press release announcing that its Board of Directors approved a $50 million share repurchase program. 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 | |||||||
99.1 | ||||||||
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 15, 2023 | By: | /s/ Matthew T. Barnes-Smith | ||||||
| Matthew T. Barnes-Smith | ||||||||
| Chief Financial Officer, Treasurer, and Corporate Secretary | ||||||||
Exhibit 99.1
 | PRESS RELEASE | |||||||
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARMADA HOFFLER ANNOUNCES $50 MILLION SHARE REPURCHASE PROGRAM
VIRGINIA BEACH, VA, June 15, 2023 — Armada Hoffler (NYSE: AHH) announced today that its Board of Directors has authorized the repurchase of an aggregate of $50 million of the Company’s shares of common stock and Series A preferred stock in a newly established share repurchase program.
The Company may repurchase shares occasionally in the open market, in block purchases, through privately negotiated transactions, the use of trading plans intended to qualify under Rule 10b5-1, or other means permitted. Any repurchase will be made in accordance with the rules of the Securities and Exchange Commission, New York Stock Exchange, and other applicable legal requirements. The timing, manner, price (subject to certain maximum price restrictions), and amount of any repurchases will be determined in the discretion of the Company’s management depending on business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, alternative uses for capital, and other considerations.
The program may be suspended or discontinued at any time and does not obligate Armada Hoffler to make any purchases of its stock.
Forward Looking Statement
Certain matters within this press release are discussed using forward-looking language as specified in the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statement. These forward-looking statements include comments relating to, among other things, the timing, manner, price, or amount of repurchases, if any, under the Company’s stock repurchase program and the factors the Company’s management may consider in deciding whether to effect repurchases under the stock repurchase program. For a description of factors that may cause the Company’s actual results or performance to differ from its forward-looking statements, please review the information under the heading “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and other documents filed by the Company with the Securities and Exchange Commission.
About Armada Hoffler
Armada Hoffler (NYSE: AHH) is a vertically integrated, self-managed real estate investment trust (“REIT”) with over four decades of experience developing, building, acquiring, and managing high-quality office, retail, and multifamily properties located primarily in the Mid-Atlantic and Southeastern United States. We also provide general construction and development services to third-party clients, in addition to developing and building properties to be placed in our stabilized portfolio. Founded in 1979 by Daniel A. Hoffler, Armada Hoffler has elected to be taxed as a REIT for U.S. federal income tax purposes. For more information visit ArmadaHoffler.com.
Contact:
Chelsea Forrest
Armada Hoffler
Director of Corporate Communications and Investor Relations
Email: CForrest@ArmadaHoffler.com
Phone: (757) 612-4248