8-K
Umh Properties, Inc. (UMH)
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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
Dateof Report (Date of earliest event reported): September 22, 2021
UMHProperties, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-12690 | 22-1890929 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| Juniper Business Plaza, Suite 3-C | **** | |
| --- | --- | |
| 3499 Route 9 North | 07728 | |
| Freehold, New Jersey | (Zip<br> Code) | |
| (Address<br> of principal executive offices) |
Registrant’s telephone number, including area code: (732) 577-9997
NotApplicable
(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<br> of each class | Trading<br> Symbol(s) | Name<br> of exchange on which registered |
|---|---|---|
| Common<br> Stock $.10 par value | UMH | New<br> York Stock Exchange |
| 6.75%<br> Series C Cumulative Redeemable Preferred Stock, $.10 par value | UMH<br> PRC | New<br> York Stock Exchange |
| 6.375%<br> Series D Cumulative Redeemable Preferred Stock, $.10 par value | UMH<br> PRD | New<br> 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 22, 2021, the Board of Directors of UMH Properties, Inc. (the “Company”) approved an increase in the size of the Company’s Board of Directors from 11 to 12 directors and appointed Ms. Angela D. Pruitt as a Class II Director for the term of Class II expiring in 2023. Ms. Pruitt has not yet been appointed to any committees of the Board of Directors.
Ms. Pruitt is an innovative, creative global communications expert with over 20 years of experience, including 16 years at the Wall Street Journal/Dow Jones covering diverse topics and industries such as financial markets, mutual funds, emerging markets, commercial real estate, entertainment, hotels and casinos. Ms. Pruitt leverages journalistic skills to create an impactful brand strategy with in-depth expertise in crisis communications and media relations strategies. Ms. Pruitt possesses a Master’s degree in Public Affairs from Columbia University and a B.A. in Sociology and Mass Communications from the University of California at Berkeley. Currently, Ms. Pruitt is a Crisis Communications Specialist at Sitrick and Company.
In connection with her appointment, Ms. Pruitt will receive the standard compensation payable to directors of the Company, consisting of an annual fee of $45,000 and additional fees for attendance at Board of Directors meetings, as described in the Company’s Proxy Statement dated April 16, 2021, filed with the Securities and Exchange Commission.
There were no material arrangements or understandings, or any material plan or contract, between Ms. Pruitt and any other persons regarding Ms. Pruitt’s appointment. There are no family relationships between Ms. Pruitt and any of the Company’s other directors or executive officers, and the Company has not entered into any transactions with Ms. Pruitt that are reportable pursuant to Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointment of Ms. Pruitt as a Class II Director of the Company is attached to this Current Report on Form 8-K as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| 99.1 | Press release dated September 23, 2021, announcing the appointment of Ms. Pruitt. |
| 104 | Cover<br>Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
| --- |
SIGNATURE
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:<br> September 23, 2021 | UMH<br> PROPERTIES, INC. | |
|---|---|---|
| By: | /s/ Anna T. Chew | |
| Name: | Anna T. Chew | |
| Title: | Vice President, Chief Financial Officer and Treasurer |
| 3 |
| --- |
Exhibit99.1
UMHPROPERTIES, INC.
Juniper Business Plaza
3499 Route 9 North, Suite 3-C
Freehold, NJ 07728
(732) 577-9997
Fax: (732) 577-9980
| FOR IMMEDIATE RELEASE | September 23, 2021 |
|---|---|
| Contact:Nelli Madden | |
| 732-577-9997 |
UMHProperties, Inc. Expands Board of Directors and Appoints New Member
FREEHOLD,N.J., September 23, 2021 – UMH Properties, Inc. (NYSE: UMH) today announced that, on September 22, 2021, the Board of Directors approved an increase in the size of the Board from 11 to 12 directors and appointed Ms. Angela D. Pruitt as a Class II Director for the term of Class II expiring in 2023.
Ms. Pruitt is an innovative, creative global communications expert with over 20 years of experience, including 16 years at the Wall Street Journal/Dow Jones covering diverse topics and industries such as financial markets, mutual funds, emerging markets, commercial real estate, entertainment, hotels and casinos. Ms. Pruitt leverages journalistic skills to create an impactful brand strategy with in-depth expertise in crisis communications and media relations strategies. Ms. Pruitt possesses a Master’s degree in Public Affairs from Columbia University and a B.A. in Sociology and Mass Communications from the University of California at Berkeley. Currently, Ms. Pruitt is a Crisis Communications Specialist at Sitrick and Company.
Samuel A. Landy, President and Chief Executive Officer stated, “We are pleased to welcome Ms. Pruitt to our Board of Directors. She is a highly educated and respected communications leader who will be a valuable addition to our Board at this time of continued growth for the Company.”
UMH Properties, Inc., which was organized in 1968, is a public equity REIT that owns and operates 127 manufactured home communities containing approximately 24,000 developed homesites. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan, Maryland, Alabama and South Carolina. In addition, the Company owns a portfolio of REIT securities.
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ANYSE Company: Symbol - UMH
since1968