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): March 25, 2014
Landmark Apartment Trust of America, Inc.
(Exact name of registrant as specified in its charter)
Maryland | 000-52612 | 20-3975609 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3505 E Frontage Road, Suite 150 Tampa, Florida |
33607 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (813) 281-2907
Former name or former address, if changed since last report: Not Applicable
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)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 21, 2014, the Board of Directors (the Board) of Landmark Apartment Trust of America, Inc. (the Company) approved an amendment (the Amendment) to the Companys Third Amended and Restated Bylaws (the Bylaws). The Amendment took effect on March 25, 2014 upon the consent of the Companys preferred stockholders. The Bylaws previously required the Company to hold its annual meeting of stockholders in May of each year. The Amendment grants the Board the authority to determine the date of each annual meeting of stockholders without any restrictions. A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Exhibits and Financial Statements.
d. | Exhibits: |
Exhibit |
Description | |
3.1 | Amendment to Third Amended and Restated Bylaws, dated March 25, 2014 |
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.
March 26, 2014 | Landmark Apartment Trust of America, Inc. | |||||
By: | /s/ B. Mechelle Lafon | |||||
Name: | B. Mechelle Lafon | |||||
Title: | Assistant Chief Financial Officer, Treasurer and Secretary |
EXHIBIT INDEX
Exhibit |
Description | |
3.1 | Amendment to Third Amended and Restated Bylaws, dated March 25, 2014 |
Exhibit 3.1
AMENDMENT TO
THIRD AMENDED AND RESTATED BYLAWS
OF
LANDMARK APARTMENT TRUST OF AMERICA, INC
This Amendment (this Amendment) to the Third Amended and Restated Bylaws (the Bylaws) of Landmark Apartment Trust of America, Inc. (the Company) is dated this 25th day of March, 2014.
WITNESSETH:
WHEREAS, the Company is governed, in part, by the Bylaws; and
WHEREAS, pursuant to and in accordance with Article XIV of the Bylaws, the Board of Directors of the Company and certain preferred stockholders of the Company, as required by the Companys charter, have authorized, approved and adopted this Amendment.
NOW THEREFORE, in accordance with the corporate laws of the State of Maryland, the Bylaws of Landmark Apartment Trust of America, Inc. are amended as follows:
ARTICLE II
STOCKHOLDERS
Section 2.2 Annual Meetings. The annual meeting of the stockholders, for the election of Directors and transaction of any business within the powers of the Company, shall be held on such date as determined by the Board of Directors.
[Signature Page Follows]
LANDMARK APARTMENT TRUST OF AMERICA, INC. | ||
By: | /s/ Joseph G. Lubeck | |
Name: | Joseph G. Lubeck | |
Title: | Chairman of the Board of Directors |
[Signature Page to Amendment to Third Amended and Restated Bylaws]