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 22, 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: (804) 237-1335
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 March 20, 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) to modify the size of the Board. The Amendment took effect on April 22, 2014 upon the consent of the Companys preferred stockholders.
Article III, Section 3.2 of the Bylaws was amended to provide that the Board shall consist of a minimum of seven and a maximum of eleven directors. 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 | Second Amendment to Third Amended and Restated Bylaws, dated April 22, 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.
April 25, 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 | Second Amendment to Third Amended and Restated Bylaws, dated April 22, 2014 |
Exhibit 3.1
SECOND AMENDMENT TO
THIRD AMENDED AND RESTATED BYLAWS
OF
LANDMARK APARTMENT TRUST OF AMERICA, INC.
This Second Amendment (this Amendment) to the Third Amended and Restated Bylaws (the Bylaws) of Landmark Apartment Trust of America, Inc. (the Company) is dated this 22nd day of April, 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:
1. | The first sentence of Article III, Section 3.2 is hereby deleted, and the following is inserted in lieu thereof: |
The Board of Directors shall consist of not fewer than 7 nor more than 11 directors, the exact number to be determined from time to time by a majority vote of the Board of Directors, provided that, except as otherwise provided in the Charter, the number thereof shall never be less than the minimum number required by the MGCL, and further provided that, except as may be provided in the terms of any preferred stock issued by the Company, the tenure of office of a Director shall not be affected by any decrease in the number of Directors.
[Signature Page Follows]
LANDMARK APARTMENT TRUST OF AMERICA, INC. | ||
By: | /s/ Joseph Lubeck | |
Name: | Joseph Lubeck | |
Title: | Chairman of the Board of Directors |
[Signature Page to Second Amendment to Third Amended and Restated Bylaws]