8-K

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): April 11, 2022

AMERICAN CAMPUS COMMUNITIES, INC.

(Exact name of Registrant as specified in its Charter)

Maryland	001-32265	76-0753089
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification Number)

12700 Hill Country Blvd., Suite T-200, Austin, Texas 78738

    (Address of Principal Executive Offices)         (Zip Code)

Registrant’s telephone number, including area code: (512) 732-1000

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:

☐    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))

Securities registered pursuant to Section 12(b) of the Act:                                                                                   

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $.01 per share	ACC	New 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. ☐

ITEM 7.01 REGULATION FD DISCLOSURE

American Campus Communities, Inc. (the “Company”) received a letter on April 11, 2022 from Land & Buildings Investment Management, LLC (“L&B”) pursuant to which L&B withdrew its nomination of an individual for election to the Board of Directors of the Company. A copy of the letter from L&B to the Company’s Board of Directors is attached as Exhibit 99.1 hereto.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number	Description
EX-99.1	Letter from L&B dated April 11, 2022
104	Cover page interactive data file (embedded within the Inline XBRL document)

SIGNATURE(S)

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.

		AMERICAN CAMPUS COMMUNITIES, INC.
Dated:	April 13, 2022	By:	/s/ Kim K. Voss
			Kim K. Voss
			Executive Vice President, Chief Accounting Officer

EX-99.1

1 Landmark Square, Stamford, CT 06901 • (203) 987-5830 • jl@lnbcg.com •landandbuildings.com April 11, 2022 American Campus Communities, Inc. 12700 Hill Country Blvd., Suite T-200 Austin, Texas 78738 Attn: ACC Board of Directors Dear American Campus Communities Board of Directors, Land & Buildings nominated director candidates at ACC because we were seriously concerned that the Board and management team were not sufficiently focused on doing everything necessary to create value for shareholders. We continue to believe that there is significant untapped potential in ACC’s assets and that as the nation’s largest developer, owner and manager of high-quality student housing communities, the Company should be set up to thrive. Our belief in the value of ACC is evidenced by the private bid we made to the Board. Based upon the feedback we are hearing from the market, we have renewed faith that the Company is addressing the most important topics we have raised: namely, improving operations, enhancing capital allocation and being open to maximizing value through a sale if the right opportunity presents itself. As a result, we are withdrawing our director nominations. We intend to remain a long-term shareholder of ACC and to continue engaging with the Board and fellow shareholders as we deem necessary. Sincerely, Jonathan Litt Founder & CIO Land & Buildings Investment Management, LLC

XML

Cover	Apr. 11, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 11, 2022
Entity Registrant Name	AMERICAN CAMPUS COMMUNITIES, INC.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-32265
Entity Tax Identification Number	76-0753089
Entity Address, Address Line One	12700 Hill Country Blvd.
Entity Address, Address Line Two	Suite T-200
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78738
City Area Code	512
Local Phone Number	732-1000
Written Communications	false
Soliciting Material	true
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $.01 per share
Trading Symbol	ACC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001283630
Amendment Flag	false