Umh Properties, Inc 8-K, filed Jan 10, 2023
Umh Properties, Inc. (UMH)
8-K
2023-01-10
For: 2023-01-10
View Original
Added on
April 09, 2026
About this 8-K
Umh Properties, Inc filed this 8-K on January 10, 2023.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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): January 10, 2023
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (732 ) 577-9997
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):
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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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 3.03 Material Modifications to Rights of Security Holders.
Reclassification of 4,400,000 Shares of Common Stock as Shares of Series D Preferred Stock
On January 10, 2023, UMH Properties, Inc. (the “Company”) filed with the State Department of Assessments and Taxation of the State of
Maryland articles supplementary (the “Articles Supplementary”) reclassifying and designating 4,400,000 shares of the Company’s common stock, par value $0.10 per share (“Common Stock”) as shares of 6.375% Series D Cumulative Redeemable Preferred
Stock, $0.10 par value per share (“Series D Preferred Stock”). The foregoing description of the Articles Supplementary is qualified in its entirety by reference to the Articles Supplementary, a copy of which is filed as Exhibit 3.1 to this Form 8-K
and is incorporated by reference herein.
After giving effect to the filing of the Articles Supplementary on January 10, 2023, the authorized capital stock of the Company
consists of 170,413,800 shares, classified as 149,648,469 shares of Common Stock, 199,331 shares of 8.0% Series B Cumulative Redeemable Preferred Stock, $0.10 par value per share, 3,866,000 shares of 6.75% Series C Cumulative Redeemable Preferred Stock, $0.10 par value per share, 13,700,000 shares of Series D Preferred Stock
and 3,000,000 shares of excess stock, par value $0.10 per share.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 above with respect to the Articles Supplementary is incorporated in this Item 5.03 in its entirety.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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Articles Supplementary.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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Date: January 10, 2023
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UMH PROPERTIES, INC.
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By:
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/s/ Anna T. Chew
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Name:
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Anna T. Chew
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Title:
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Vice President, Chief Financial Officer and Treasurer
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Exhibit Index
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3.1
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Articles Supplementary.
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Exhibit 3.1
UMH PROPERTIES, INC.
ARTICLES SUPPLEMENTARY
6.375% SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK
(Liquidation Preference $25.00 per Share)
UMH Properties, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the Maryland State Department of Assessments and
Taxation that:
FIRST: Under a power contained in Section 3(a) of Article V of the charter of the Corporation (the “Charter”), the Board of Directors
of the Corporation and a duly authorized committee thereof, by resolutions duly adopted, reclassified 4,400,000 authorized but unissued shares of common stock, par value $0.10 per share (the “Common Stock”), of the Corporation as additional shares of
6.375% Series D Cumulative Redeemable Preferred Stock of the Corporation (the “Series D Preferred Stock”) with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions,
qualifications and terms and conditions of redemption of the Series D Preferred Stock as set forth in the Charter.
SECOND: After giving effect to the foregoing classification, the authorized capital stock of the Corporation consists of 170,413,800
shares (classified as 149,648,469 shares of Common Stock, 199,331 shares of 8.0% Series B Preferred Stock, 3,866,000 shares of 6.75% Series C Preferred Stock, 13,700,000 shares of Series D Preferred Stock, and 3,000,000 shares of excess stock).
THIRD: The additional shares of Series D Preferred Stock have been classified and designated by the Board of Directors under the
authority contained in the Charter.
FOURTH: The undersigned President of the Corporation acknowledges the foregoing Articles Supplementary to be the duly authorized
corporate act of the Corporation and, as to all matters or facts required to be verified under oath, hereby acknowledges to the best of his knowledge, information and belief that these matters and facts are true in all material respects and that this
statement is made under the penalties for perjury.
[Remainder of page intentionally left blank. Signature page follows.]
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its
President and attested to by its Secretary on this 10th day of January, 2023.
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ATTEST:
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UMH PROPERTIES, INC.
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By:
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/s/ Craig Koster
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By:
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/s/ Samuel A. Landy
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Craig Koster
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Samuel A. Landy
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Secretary
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President
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