UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): May 7, 2020
Preferred Apartment Communities, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Maryland | 001-34995 | 27-1712193 |
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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3284 Northside Parkway NW, Suite 150 | 30327 |
(Address of Principal Executive Offices) | (Zip Code) |
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Registrant's telephone number, including area code: (770) 818-4100 |
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(Former name or former address, if changed since last report)
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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) |
[ ] | 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)) |
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Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Stock, par value $.01 per share | APTS | NYSE |
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Series A Redeemable Preferred Stock, par value $0.01 per share
Warrant to Purchase Common Stock, par value $0.01 per share
Series M Redeemable Preferred Stock, par value $0.01 per share
Series A1 Redeemable Preferred Stock, par value $0.01 per share
Series M1 Redeemable Preferred Stock, par value $0.01 per share
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 5.07 Submission of Matters to a Vote of Security Holders.
On May 7, 2020 the Company held its Annual Meeting in Atlanta, Georgia for the purpose of: (i) electing eight directors to serve on the Board until the 2021 Annual Meeting of Stockholders; (ii) approve the Articles of Amendment to the Company's charter; (iii) taking an advisory vote on the compensation of our named executive officers; and (iv) ratifying the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. As of the record date, March 13, 2020, there were 47,582,966 shares of Common Stock entitled to vote at the Annual Meeting. Represented at the meeting in person or by proxy were 40,442,065 shares of Common Stock representing approximately 84.99% of the total shares of Common Stock entitled to vote at the meeting.
(1) The following ten persons were elected directors of the Company:
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Nominee | For | Against | Abstain | Broker Non-Votes |
Steve Bartkowski | 19,285,048 | 3,298,673 | 243,705 | 17,614,639 |
John M. Cannon | 22,213,699 | 364,103 | 249,624 | 17,614,639 |
Gary B. Coursey | 19,291,434 | 3,304,687 | 231,305 | 17,614,639 |
Daniel M. DuPree | 21,806,272 | 793,564 | 227,590 | 17,614,639 |
Sara J. Finley | 21,757,988 | 947,136 | 122,302 | 17,614,639 |
Howard A. McLure | 22,235,282 | 351,415 | 240,729 | 17,614,639 |
Joel T. Murphy | 22,266,384 | 323,620 | 237,422 | 17,614,639 |
Timothy A. Peterson | 22,280,090 | 306,109 | 241,227 | 17,614,639 |
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(2) | The Charter Amendment did not pass for failure to reach a vote of two thirds of the Company's outstanding shares, or 31,721,978 shares, for the proposal: |
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For | 22,250,319 |
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Against | 386,220 |
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Abstain | 19,087 |
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Broker Non-Votes | 17,614,639 |
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(3) | Advisory vote on the Company's named executive officer compensation: |
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For | 14,598,646 |
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Against | 7,376,541 |
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Abstain | 852,239 |
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Broker Non-Votes | 17,614,639 |
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(4) The stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2020:
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For | 39,368,500 |
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Against | 966,007 |
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Abstain | 107,558 |
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Further information regarding these proposals is set forth in the Company’s Proxy Statement, as modified or supplemented.
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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| PREFERRED APARTMENT COMMUNITIES, INC. (Registrant) |
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Date: May 7, 2020 | By: | /s/ Jeffrey R. Sprain |
| | Jeffrey R. Sprain |
| | Executive Vice President, General Counsel and Corporate Secretary |