8-K
Umh Properties, Inc. (UMH)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d) of The Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): May 26, 2020
UMHProperties, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-12690 | 22-1890929 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> of incorporation) | (Commission<br><br> File Number) | (IRS<br> Employer<br><br> Identification No.) |
| Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, NJ | 07728 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’stelephone 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> <br><br>Symbol(s) | Name<br> of each exchange on<br><br> which registered |
|---|---|---|
| Common<br> Stock, $.10 par value | UMH | New<br> York Stock Exchange |
| 8.0%<br> Series B Cumulative Redeemable Preferred Stock, $.10 par value | UMH<br> PRB | 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. [ ]
Item7.01 Regulation FD Disclosure.
On May 26, 2020, UMH Properties, Inc. (the “Company”) issued a press release announcing that the Company’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on Thursday, June 11, 2020 at 4:00 p.m., Eastern Daylight Time, will be a virtual-only meeting, via live audio webcast. A copy of the press release is attached as Exhibit 99 to this report and is incorporated herein by reference.
The information in this report and the exhibit attached hereto is being furnished, not filed, for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and pursuant to Item 7.01 of Form 8-K will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item8.01. Other Information.
Changeto Virtual Meeting
As stated in Item 7.01 and in the Company’s May 26, 2020 press release, due to the public health threat caused by COVID-19 in the United States and to support the health and safety of employees, stockholders, directors and its community, the Company’s 2020 Annual Meeting will be held solely by means of remote communication, via live audio webcast. As previously announced, the Annual Meeting will be held on Thursday, June 11, 2020, at 4:00 p.m., Eastern Daylight Time. To attend the Annual Meeting, shareholders must visit www.virtualshareholdermeeting.com/UMH2020 and enter the 16-digit control number included on their proxy card or on the voting instruction form that they have previously received. In the case of a misplaced or lost control number, beneficial shareholders should contact their bank/broker to obtain their control number. Registered shareholders can contact the Company’s Investor Relations department at [email protected]. Online access and check-in for the Annual Meeting will begin at 3:45 p.m. Eastern Time on June 11, 2020. Participants should allow adequate time to check in before the start of the Annual Meeting.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99 | Press Release dated May 26, 2020 |
|---|
| 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.
| UMH Properties, Inc. | ||
|---|---|---|
| Date:<br> May 27, 2020 | By: | /s/ Anna T. Chew |
| Name: | Anna<br> T. Chew | |
| Title: | Vice<br> President and | |
| Chief<br> Financial Officer |
| 3 |
| --- |
Exhibit 99
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 | May 26, 2020 |
|---|
| Contact: Nelli Madden |
|---|
| 732-577-4062 |
UMHPROPERTIES, INC. ANNOUNCES CHANGE TO A VIRTUAL MEETING FORMAT FOR 2020 ANNUAL MEETING OF SHAREHOLDERS ON JUNE 11, 2020
FREEHOLD,NJ, May 26, 2020…….UMH Properties, Inc. (NYSE:UMH) announced today that due to the public health impact of the coronavirus (COVID-19) pandemic, and to support the health and safety of its shareholders, employees, directors and other meeting participants, its 2020 Annual Meeting of Shareholders (the “Annual Meeting”) will be held solely by means of remote communication, via live audio webcast, at its originally-scheduled date and time of 4:00 p.m. Eastern Time on June 11, 2020. This year, shareholders will not be able to physically attend the Annual Meeting; however, shareholders attending the Annual Meeting virtually will be able to listen to and participate in the proceedings and will have opportunities to electronically vote their shares and ask questions equivalent to an in-person meeting of shareholders.
Shareholders who owned shares of common stock as of March 27, 2020 (the “record date”) are entitled to attend and vote at the Annual Meeting. To attend the Annual Meeting, visit www.virtualshareholdermeeting.com/UMH2020 and enter the 16-digit control number included on your proxy card or on the voting instruction form that you have previously received. In the case of a misplaced or lost control number, beneficial shareholders should contact their bank/broker to obtain their control number. Registered shareholders can contact the Company’s Investor Relations department at [email protected]. Online access and check-in for the Annual Meeting will begin at 3:45 p.m. Eastern Time on June 11, 2020. Participants should allow adequate time to check in before the start of the Annual Meeting.
Regardless of meeting attendance, we urge our shareholders to vote in advance of the meeting to ensure that their shares are represented at the 2020 Annual Meeting. The proxy card, voting instruction form or notice of internet availability that were previously distributed will not be updated to reflect this change in meeting format and the proxy card may continue to be used to vote shares in connection with the 2020 Annual Meeting. Shareholders who previously sent in proxies, or voted by telephone or by internet, do not need to take any further action for their votes to be counted.
UMH Properties, Inc., which was organized in 1968, is a public equity REIT that owns and operates 122 manufactured home communities with approximately 23,100 developed homesites. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan and Maryland. In addition, the Company owns a portfolio of REIT securities.
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ANYSE Company: Symbol - UMH
since 1968