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): May 9, 2023
AMERICAN HOMES 4 RENT
AMERICAN HOMES 4 RENT, L.P.
(Exact name of registrant as specified in its charter)
| American Homes 4 Rent | Maryland | 001-36013 | 46-1229660 |
|---|---|---|---|
| American Homes 4 Rent, L.P. | Delaware | 333-221878-02 | 80-0860173 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
280 Pilot Road
Las Vegas, Nevada 89119
(Address of principal executive offices) (Zip Code)
(702) 847-7800
(Registrant’s telephone number, including area code)
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 symbols | Name of each exchange on which registered |
|---|---|---|
| Class A common shares of beneficial interest, $.01 par value | AMH | 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 5.07 Submission of Matters to a Vote of Security Holders.
On May 9, 2023, American Homes 4 Rent (“AMH” or the “Company”) held its virtual-only 2023 Annual Meeting of Shareholders (the “Annual Meeting”). At the meeting, the Company’s shareholders voted on three proposals and cast their votes as described below. These proposals are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on March 24, 2023.
Proposal 1:
The Company’s shareholders elected twelve individuals to the Board for the succeeding year or until their successors are duly qualified and elected as set forth below:
| Name | Votes For | Votes Against | Abstentions | Broker<br>Non-Votes |
|---|---|---|---|---|
| Matthew J. Hart | 355,353,449 | 11,373,329 | 74,518 | 5,721,160 |
| David P. Singelyn | 365,661,656 | 1,108,925 | 30,715 | 5,721,160 |
| Douglas N. Benham | 337,894,452 | 28,874,702 | 32,142 | 5,721,160 |
| Jack Corrigan | 364,705,483 | 2,063,789 | 32,024 | 5,721,160 |
| David Goldberg | 364,647,761 | 2,121,525 | 32,010 | 5,721,160 |
| Tamara H. Gustavson | 366,156,605 | 616,241 | 28,450 | 5,721,160 |
| Michelle C. Kerrick | 365,874,029 | 898,734 | 28,533 | 5,721,160 |
| James H. Kropp | 365,193,419 | 1,575,842 | 32,035 | 5,721,160 |
| Lynn C. Swann | 360,312,900 | 6,459,050 | 29,346 | 5,721,160 |
| Winifred M. Webb | 357,251,909 | 9,520,882 | 28,505 | 5,721,160 |
| Jay Willoughby | 360,353,567 | 6,415,501 | 32,228 | 5,721,160 |
| Matthew R. Zaist | 365,865,246 | 903,817 | 32,233 | 5,721,160 |
Proposal 2:
The Company’s shareholders ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 372,338,121 | 172,048 | 12,287 | 0 |
Proposal 3:
The Company’s shareholders approved, on an advisory basis, the named executive officer compensation as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 355,602,258 | 11,165,266 | 33,772 | 5,721,160 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
Date: May 11, 2023
| AMERICAN HOMES 4 RENT | |
|---|---|
| By: | /s/ Sara H. Vogt-Lowell |
| Sara H. Vogt-Lowell | |
| Chief Legal Officer | |
| AMERICAN HOMES 4 RENT, L.P. | |
| --- | --- |
| By: | American Homes 4 Rent, its General Partner |
| By: | /s/ Sara H. Vogt-Lowell |
| Sara H. Vogt-Lowell | |
| Chief Legal Officer |