UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws. |
On February 20, 2020, the Board of Directors (the “Board”) of Armada Hoffler Properties, Inc. (the “Company”) adopted a resolution prohibiting the Company from electing to classify the Board pursuant to Section 3-802(c) of the Maryland General Corporation Law (the “MGCL”), commonly referred to as the Maryland Unsolicited Takeover Act (“MUTA”), unless a proposal to repeal such resolution is approved by the stockholders of the Company by the affirmative vote of at least a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors. In accordance with the MGCL, the Company filed with the State Department of Assessments and Taxation of the State of Maryland Articles Supplementary describing this prohibition (the “Articles Supplementary”), which became effective upon filing on February 20, 2020.
The foregoing description of the Articles Supplementary is not complete and is qualified in its entirety by reference to the full text of the Articles Supplementary filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On February 24, 2020, the Company issued a press release announcing its decision to waive the option to classify its Board under MUTA, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in Item 7.01 of this Current Report on Form 8-K, including exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Articles Supplementary relating to Section 3-802(c) of the Maryland General Corporation Law. | |
| 99.1 | Press Release, dated February 24, 2020. | |
| 104 | Cover Page formatted in Inline XBRL. |
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.
| ARMADA HOFFLER PROPERTIES, INC. | ||
| Dated: February 24, 2020 | By: | /s/ Michael P. O’Hara |
| Michael P. O’Hara | ||
| Chief Financial Officer, Treasurer and Corporate Secretary |