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): August 5, 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 August 5, 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 11 to 12 trustees and appointed Lynn C. Swann as a trustee, effective August 5, 2020. Mr. Swann previously served on the Board from November 2012 to June 2016. Mr. Swann will serve on the Board’s Audit Committee and Nominating and Corporate Governance Committee.
The Board also determined that Mr. Swann is independent under the standards set forth in the Company’s Corporate Governance Guidelines and the New York Stock Exchange listing standards, bringing the total number of independent trustees on the Board to eight.
There have been no transactions, either since the beginning of the Company’s last fiscal year or that are currently proposed, regarding Mr. Swann that are required to be disclosed pursuant to Item 404(a) of SEC Regulation S-K.
Effective with his election to the Board, Mr. Swann 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 Mr. Swann.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit<br> <br>No. | Description |
| --- | --- |
| 99.1 | Press Release dated August 7, 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: August 7, 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 FurtherRefreshes the Composition of its Board of Trustees
Appoints Fourth Independent Trustee Since 2019
Refreshment Process to Continue with Additional Independent Trustee Appointment
before end of 2020
AGOURA HILLS,Calif., August 7, 2020 – American Homes 4 Rent (NYSE: AMH), a leading provider of high-quality single-family homes for rent, today announced that Lynn C. Swann has been appointed as an independent trustee of the Board. He will serve on the Company’s Audit Committee and Nominating and Corporate Governance Committee.
The addition of Mr. Swann, which increases the size of the Board of Trustees to 12 members, fulfills the Company’s previously announced commitment to add an additional independent trustee ahead of its 2021 Annual Meeting. With Mr. Swann’s appointment, the American Homes 4 Rent Board has added four independent directors since the beginning of 2019, including the election of homebuilding industry veteran Matthew R. Zaist in February 2020. In addition, Kenneth M. Woolley was named independent Chairman of the Board in May 2020.
As part of its ongoing refreshment process, the Board intends to appoint another independent trustee later this year, further enhancing the diverse experience and independence of the Board.
“We are pleased to add a leader of Lynn’s experience and caliber to the AH4R Board,” said David Singelyn, American Homes 4 Rent’s Chief Executive Officer and Trustee. “Lynn brings extensive public company board experience as well as considerable expertise in business, marketing and civic engagement. We look forward to benefitting from his insights in the boardroom as we continue to successfully execute on our strategy, delivering superior returns for the Company’s shareholders and creating homes and communities that bring all of our stakeholders together.”
Kenneth M. Woolley, Chairman of the AH4R Board of Trustees, stated, “Board refreshment is an ongoing commitment for us, and we appreciate the ideas and suggestions we have received from the Company’s shareholders. We understand the value of having experienced, diverse, and independent perspectives in our boardroom and have taken significant steps to ensure the Board reflects an appropriate mix of backgrounds. We look forward to further advancing our refreshment efforts, increasing the independence of the Board, and continuing to oversee the successful execution of the Company’s strategy to drive growth and create value.”
About Lynn C. Swann
Mr. Swann currently serves as a director for Evoqua Water Technologies. He previously served on the boards of Fluor Corporation, Caesars Entertainment Corp., Hershey Entertainment and Resorts, H.J. Heinz, the PGA of America and American Homes 4 Rent. Mr. Swann is also president of Swann, Inc., a marketing and consulting firm that he founded in 1976.
Prior to his extensive public company board experience, Mr. Swann played nine seasons for the Pittsburgh Steelers and was elected to the Pro Football Hall of Fame in 2001. Additionally, he served as an on-air sports broadcaster for the American Broadcast Company (ABC-TV) for nearly 30 years. Mr. Swann also previously served as Chairman of the national board of Big Brothers Big Sisters of America. President George W. Bush appointed Mr. Swann as the Chairman of the President’s Council on Fitness, Sports and Nutrition, where he served from 2002 to 2005.
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