8-K
American Homes 4 Rent (AMH)
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): September 9, 2020
AMERICAN HOMES 4 RENT
(Exact name of registrant as specified in its charter)
| Maryland | 001-36013 | 46-1229660 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 30601 Agoura Road, Suite 200<br> <br>Agoura Hills, California | 91301 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (805) 413-5300
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) |
|---|---|
| ☐ | 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 Class | Trading<br> <br>Symbol | Name of exchange<br> <br>on which registered |
|---|---|---|
| Class A common shares of beneficial interest, $.01 par value | AMH | New York Stock Exchange |
| Series D perpetual preferred shares of beneficial interest, $.01 par value | AMH-D | New York Stock Exchange |
| Series E perpetual preferred shares of beneficial interest, $.01 par value | AMH-E | New York Stock Exchange |
| Series F perpetual preferred shares of beneficial interest, $.01 par value | AMH-F | New York Stock Exchange |
| Series G perpetual preferred shares of beneficial interest, $.01 par value | AMH-G | New York Stock Exchange |
| Series H perpetual preferred shares of beneficial interest, $.01 par value | AMH-H | 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. |
|---|
On September 9, 2020, the Board of Trustees (the “Board”) of American Homes 4 Rent (the “Company”), acting on the recommendation of the Nominating and Corporate Governance Committee, expanded the size of the Board from 12 to 13 trustees and appointed Michelle C. Kerrick as a trustee, effective September 9, 2020. Ms. Kerrick will serve on the Board’s Audit Committee and Compensation Committee.
The Board also determined that Ms. Kerrick is independent under the standards set forth in the Company’s Corporate Governance Guidelines and the New York Stock Exchange listing standards (including the enhanced independence rules for audit committee and compensation committee members), bringing the total number of independent trustees on the Board to nine.
There have been no transactions, either since the beginning of the Company’s last fiscal year or that are currently proposed, regarding Ms. Kerrick that are required to be disclosed pursuant to Item 404(a) of SEC Regulation S-K.
Effective with his election to the Board, Ms. Kerrick will participate in the standard compensation arrangements for the Company’s non-management trustees, as previously reported. The Company also intends to enter into its standard form of indemnification agreement with Ms. Kerrick.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit<br>No. | Description |
| --- | --- |
| 99.1 | Press Release dated September 11, 2020. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN HOMES 4 RENT | ||
|---|---|---|
| Date: September 11, 2020 | By: | /s/ Sara H. Vogt-Lowell |
| Sara H. Vogt-Lowell | ||
| Chief Legal Officer |
EX-99.1
Exhibit 99.1
News Release
American Homes 4 Rent AppointsMichelle C. Kerrick to Board of Trustees
Retiring Deloitte Leader Brings Corporate Governance and REIT Experience
Company Continues Board Composition Refreshment Process,
Appoints Fifth Independent Trustee Since 2019
AGOURA HILLS, Calif., Sept. 11, 2020 – American Homes 4 Rent (NYSE: AMH), a leading provider of high-quality single-family homes for rent, today announced that Michelle C. Kerrick has been appointed as an independent trustee of the Board. She will serve on the Company’s Audit Committee and Compensation Committee.
Ms. Kerrick will retire effective Sept. 19, 2020, following a 35-year career at Deloitte, where she served as West Region Market Leader and Managing Partner of the Los Angeles office. She has extensive leadership experience as a trusted advisor to Fortune 500 senior executives, corporate boards and audit committees across a broad set of industries, including real estate investment trusts (REITs) and publicly traded homebuilders and developers.
Ms. Kerrick’s addition increases the size of the Board of Trustees to 13 members and is a continuation of the Board’s refreshment process. The Board has added five independent directors since the beginning of 2019. In addition, Kenneth M. Woolley was named independent Chairman of the Board in May 2020.
“We are very pleased to welcome Michelle to the AH4R board,” said David Singelyn, American Homes 4 Rent’s Chief Executive Officer and Trustee. “We will benefit from her decades of deep experience in corporate governance, financial and strategic planning, and as a trusted advisor to REITs. Michelle will complement our already strong group of trustees as AH4R continues to successfully execute on its strategy to provide desirable, durable and efficient homes and communities that help meet the growing need for high-quality housing options, while delivering superior returns for the Company’s shareholders.”
Douglas Benham, Chairman of the Nominating and Corporate Governance Committee of the AH4R Board of Trustees, stated, “Michelle’s addition reflects our continued commitment to refreshing the AH4R Board of Trustees with experienced business leaders who have independent perspectives and diverse backgrounds. We welcome the unique viewpoints and collective expertise in corporate governance, marketing and homebuilding that our newest trustees bring to the Board. We look forward to maintaining the right mix of skills, experience and diversity on the Board to continue overseeing the successful execution of the Company’s strategy to drive growth and create value.”
About Michelle C. Kerrick
Ms. Kerrick until recently served as the West Region Market Leader and Managing Partner of the Los Angeles office of Deloitte, one of the world’s largest professional services organizations. In this capacity, she helped drive strategy, client and business growth, and strategic positioning across the 13-office West Region and the Los Angeles office. Ms. Kerrick brings extensive experience working with corporate Boards and their Audit Committees on a range of complex issues, including digital transformation, IPOs, cost reduction, cybersecurity and enterprise risk.
Ms. Kerrick also has had deep experience in governance roles within Deloitte. She served on Deloitte’s Board Council and Strategic Investment Committee in which she oversaw various acquisitions and investments. Ms. Kerrick also served two terms on Deloitte’s Nominating Committee, which is responsible for CEO and board director selection.
As a community leader, Ms. Kerrick has held a number of senior governance roles in prominent professional and community organizations. She served as the 2018 Board Chair of the Los Angeles Chamber of Commerce; board member of Los Angeles Sports and Entertainment Commission; and on the Bid Committees that secured the 2022 Super Bowl and the 2028 Olympic Summer Games for Los Angeles. Ms. Kerrick received her B.S. degree in accountancy from Northern Arizona University.
Please see www.deloitte.com/us/about for a detailed description of Deloitte’s legal structure.
About American Homes 4 Rent
American Homes 4 Rent (NYSE: AMH) is a leader in the single-family home rental industry and “American Homes 4 Rent” is a nationally recognized brand for rental homes, known for high-quality, good value and tenant satisfaction. We are an internally managed Maryland real estate investment trust, or REIT, focused on acquiring, developing, renovating, leasing and operating attractive, single-family homes as rental properties. As of June 30, 2020, we owned 53,000 single-family properties in selected submarkets in 22 states.
Additional information about American Homes 4 Rent is available on our website at http://www.ah4r.com.
Contacts:
American Homes 4 Rent
Media Relations
Megan Grabos
Phone: (805) 413-5088
Email: media@ah4r.com
American Homes 4 Rent
Investor Relations
Anne McGuinness
Phone: (855) 794-2447
Email: investors@ah4r.com