8-K/A
UMH PROPERTIES, INC. (UMH)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(AmendmentNo. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): May 31, 2023
UMHProperties, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-12690 | 22-1890929 |
|---|---|---|
| (State<br> or other jurisdiction | (Commission | (IRS<br> Employer |
| of<br> incorporation) | File<br>Number) | Identification<br>No.) |
| JuniperBusiness Plaza, 3499 Route 9 North, Suite 3-C, Freehold, NJ | 07728 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br>Code) |
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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br>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 |
| 6.375%<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. ☐
Explanatory
Note
This Form 8-K/A is being filed as an amendment to Current Report on Form 8-K filed on June 1, 2023 (the Original 8-K) by UMH Properties, Inc. (the Company), solely for the purpose of disclosing the determination of the Company’s Board of Directors (the Board) with respect to the frequency of shareholder advisory votes on executive compensation. This Form 8-K/A does not amend or modify the Original 8-K in any other respect.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
|---|
(d) Consistent with both the Board’s recommendation as set forth in Proposal 4 of the Company’s definitive proxy statement for the Company’s annual meeting of shareholders held on May 31, 2023 and the voting results with respect to Proposal 4 as disclosed in the Original Form 8-K, the Board has determined that an advisory vote on the approval of the compensation of the Named Executive Officers will be included in the Company’s proxy materials on an annual basis until the next required vote on the frequency of shareholder votes on executive compensation.
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| --- |
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.
| UMH Properties, Inc. | ||
|---|---|---|
| Date:<br> June 14, 2023 | By: | /s/ Anna T. Chew |
| Name: | Anna<br> T. Chew | |
| Title: | Vice<br> President and<br><br> <br>Chief<br> Financial Officer |
| 3 |
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