FORM 8-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): June 26, 2012
Apartment Trust of America, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Maryland |
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000-52612 |
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20-3975609 |
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incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
4901 Dickens Road, Suite 101, Richmond, Virginia 23230
(Address of principal executive offices)
(Zip Code)
(804) 237-1335
(Registrant’s telephone number, including area code)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
We are filing this Amendment No. 1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on
June 26, 2012 to disclose the final voting results of our 2012 Annual Meeting of Stockholders held on June 26, 2012 and to attach the report of the Inspector of Election for such meeting. The final voting results reflect an immaterial
revision to the voting results disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2012.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On June 26, 2012, we held our 2012 Annual Meeting of Stockholders. At the meeting, our stockholders voted on the following three proposals: (i) to elect five directors, each to hold office for a
one-year term expiring at the 2013 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies; (ii) a non-binding advisory resolution approving the compensation of our named executive officer; and (iii) a
non-binding advisory vote regarding the frequency of a non-binding advisory vote on named executive officer compensation. The three proposals are described in detail in our definitive proxy statement, dated April 27, 2012, as filed on
Schedule 14A on April 27, 2012.
Proposal No. 1 – to elect five directors, each to hold office for a
one-year term expiring at the 2013 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies
Each of the five nominees for director was elected by our stockholders by the requisite vote necessary for approval, and the voting results are set forth below:
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| Name of Director |
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For |
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Withheld |
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| Stanley J. Olander, Jr. |
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9,595,351.878 |
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893,146.050 |
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| Andrea R. Biller |
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9,582,539.148 |
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905,958.780 |
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| Glenn W. Bunting, Jr. |
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9,593,551.878 |
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894,946.050 |
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| Robert A. Gary, IV |
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9,595,351.878 |
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893,146.050 |
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| Richard S. Johnson |
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9,594,680.957 |
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893,816.971 |
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No broker non-votes were cast in the election of our directors.
Proposal No. 2 – non-binding advisory resolution approving the compensation of our named executive officer
The voting results for this non-binding advisory resolution are set forth below:
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| For |
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Against |
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Abstentions |
| 8,659,649.662 |
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967,259.326 |
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861,588.94 |
No broker non-votes were cast in the vote regarding the non-binding advisory resolution approving the
compensation of our named executive officer.
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Proposal No. 3 – non-binding advisory vote regarding the frequency of a
non-binding advisory vote on named executive officer compensation
The voting results for this non-binding advisory
vote are set forth below:
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| Every Three Years |
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Every Two Years |
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Every Year |
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Abstentions |
| 7,049,508.37 |
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831,167.07 |
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1,733,144.82 |
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874,677.66 |
No broker non-votes were cast in the vote regarding the frequency of a non-binding advisory vote on named
executive officer compensation. As this was a non-binding advisory vote, our Board of Directors will make a final determination regarding the frequency of future non-binding advisory votes on named executive officer compensation.
| Item 9.01 |
Financial Statements and Exhibits. |
(d)
Exhibits.
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| 99.1 |
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Report of Inspector of Election for the 2012 Annual Meeting of Stockholders of Apartment Trust of America, Inc. |
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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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Apartment Trust of America, Inc. |
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| Dated: June 29, 2012 |
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By: |
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/s/ Gustav G. Remppies |
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Name: |
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Gustav G. Remppies |
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Title: |
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President |
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Exhibit Index
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| Exhibit
No. |
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Description |
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| 99.1 |
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Report of Inspector of Election for the 2012 Annual Meeting of Stockholders of Apartment Trust of America, Inc. |
