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): May 6, 2021
AMERICAN HOMES 4 RENT
AMERICAN HOMES 4 RENT, L.P.
(Exact name of registrant as specified in its charter)
American Homes 4 Rent | Maryland | 001-36013 | 46-1229660 | |||
American Homes 4 Rent, L.P. | Delaware | 333-221878-02 | 80-0860173 | |||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
23975 Park Sorrento, Suite 300
Calabasas, California 91302
(Address of principal executive offices) (Zip Code)
(805) 413-5300
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | 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)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbols | Name of each exchange 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 |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
2021 Equity Incentive Plan
On May 6, 2021, American Homes 4 Rent (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”). As described below in Item 5.07 of this Current Report on Form
8-K,
at the Annual Meeting, the Company’s shareholders, upon the recommendation of the Company’s Board of Trustees (the “Board”), approved the American Homes 4 Rent 2021 Equity Incentive Plan (the “2021 Incentive Plan”), which replaces the Company’s existing equity compensation plan, the American Homes 4 Rent 2012 Equity Incentive Plan. A description of the material terms of the 2021 Incentive Plan is set forth in Proposal 2 in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on March 22, 2021 (the “Proxy Statement”), and such description is incorporated by reference herein. The above description of the 2021 Incentive Plan does not purport to be complete and is qualified in its entirety by the full text of the 2021 Incentive Plan, which the Company will file as an exhibit to its Quarterly Report on Form10-Q for
the quarter ending June 30, 2021. Copies of the forms of award agreements will also be filed as exhibits to the Company’s Quarterly Report on Form10-Q
for the quarter ending June 30, 2021.Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 6, 2021, the Company held its virtual-only Annual Meeting. At the meeting, the Company’s shareholders voted on six proposals and cast their votes as described below. These proposals are described in detail in the Proxy Statement.
Proposal 1:
Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
Kenneth M. Woolley | 325,163,075 | 774,074 | 38,798 | 5,008,676 | ||||
David P. Singelyn | 325,383,200 | 553,405 | 39,342 | 5,008,676 | ||||
Douglas N. Benham | 317,730,891 | 8,033,887 | 211,169 | 5,008,676 | ||||
Jack Corrigan | 322,875,638 | 3,061,501 | 38,808 | 5,008,676 | ||||
David Goldberg | 324,894,314 | 1,042,776 | 38,857 | 5,008,676 | ||||
Tamara H. Gustavson | 325,384,685 | 552,502 | 38,760 | 5,008,676 | ||||
Matthew J. Hart | 319,855,554 | 6,081,585 | 38,808 | 5,008,676 | ||||
Michelle C. Kerrick | 325,202,967 | 565,277 | 207,703 | 5,008,676 | ||||
James H. Kropp | 322,229,121 | 3,534,631 | 212,195 | 5,008,676 | ||||
Lynn C. Swann | 324,360,522 | 1,578,314 | 37,111 | 5,008,676 | ||||
Winifred M. Webb | 318,281,439 | 7,486,709 | 207,799 | 5,008,676 | ||||
Jay Willoughby | 323,021,711 | 2,745,404 | 208,832 | 5,008,676 | ||||
Matthew R. Zaist | 324,628,578 | 1,135,679 | 211,690 | 5,008,676 |
Proposal 2:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
303,758,459 | 22,181,339 | 36,149 | 5,008,676 |
Proposal 3:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
325,864,507 | 78,298 | 33,142 | 5,008,676 |
Proposal 4:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
330,936,103 | 23,941 | 24,579 | 0 |
Proposal 5:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
232,875,272 | 92,256,032 | 844,643 | 5,008,676 |
Proposal 6:
One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||
314,155,264 | 16,397 | 4,873,270 | 6,931,016 | 5,008,676 |
SIGNATURES
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: May 7, 2021 | AMERICAN HOMES 4 RENT | |||||
By: | /s/ Sara H. Vogt-Lowell | |||||
Name: Sara H. Vogt-Lowell | ||||||
Title: Chief Legal Officer | ||||||
AMERICAN HOMES 4 RENT, L.P. | ||||||
By: American Homes 4 Rent, its General Partner | ||||||
By: | /s/ Sara H. Vogt-Lowell | |||||
Name: Sara H. Vogt-Lowell | ||||||
Title: Chief Legal Officer |