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): June 3, 2021

Preferred Apartment Communities, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland                001-34995                27-1712193

(State or other jurisdiction             (Commission File Number)    (IRS Employer Identification No.)                                                                

of incorporation)

3284 Northside Parkway NW, Suite 150, Atlanta, GA 30327

(Address of Principal Executive Offices) (Zip code)

Registrant's telephone number, including area code: (770) 818-4100

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))

Trading Symbol

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 5.02    Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Board Compensation:

On June 3, 2021 the Board of Directors (the "Board") of Preferred Apartment Communities, Inc. (the "Company") approved certain compensation arrangements for non-employee directors, which include grants of shares of restricted common stock of the Company. On June 3, 2021, the Board approved grants of 7,797 shares of restricted common stock for each non-employee director consistent with the terms of the Company’s 2019 Stock Incentive Plan, as amended (the "Plan"), to each of the following non-employee directors of the Company: Steve Bartkowski, John M. Cannon, Gary B. Coursey, Sara J. Finley, Howard A. McLure and Timothy A. Peterson. Each share of restricted common stock will vest on the earlier to occur of (a) June 3, 2022 and (b) the next annual meeting of the Company's stockholders. The Board also approved the payment of annual cash compensation of $40,000, payable quarterly, for each non-employee director for committee service. The Board also approved cash compensation for committee chairs as follows: $20,000 for the Chair of the Audit Committee of the Company, Timothy A. Peterson; $15,000 for the Chair of the Compensation Committee of the Company, Sara J. Finley; $12,500 for the Chair of the Nominating and Corporate Governance Committee of the Company, Steve Bartkowski; and $20,000 for the Company's lead independent director, Howard A. McLure. The foregoing summary of the restricted common stock grants is qualified in its entirety by reference to the form of the Restricted Stock Agreement, filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 3, 2021 the Company held its Annual Meeting in Atlanta, Georgia for the purpose of: (i) electing seven directors to serve on the Board until the 2022 Annual Meeting of Stockholders; (ii) approve First Amendment to the 2019 Stock Incentive Plan; (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, 2021.  As of the record date, April 5, 2021, there were 50,904,036 shares of Common Stock entitled to vote at the Annual Meeting. Represented at the meeting in person or by proxy were 40,624,675 shares of Common Stock representing approximately 79.8% of the total shares of Common Stock entitled to vote at the meeting.

(1)    The following seven persons were elected directors of the Company:

Nominee	For	Against	Abstain	Broker Non-Votes
Steve Bartkowski	17,871,948	8,223,286	78,175	14,451,266
John M. Cannon	25,901,475	201,761	70,173	14,451,266
Gary B. Coursey	23,606,116	2,489,779	77,514	14,451,266
Sara J. Finley	23,576,550	2.508,681	88,178	14,451,266
Howard A. McLure	25,779,146	315,316	78,947	14,451,266
Joel T. Murphy	25,830,943	270,883	71,583	14,451,266
Timothy A. Peterson	23,654,494	2,446,012	72,903	14,451,266

(2)    The First Amendment to the 2019 Stock Incentive Plan was approved:

For	24,445,008
Against	1,490,176
Abstain	238,225
Broker Non-Votes	14,451,266

(3)    Advisory vote on the Company's named executive officer compensation:

For	24,928,977
Against	987,259
Abstain	257,173
Broker Non-Votes	14,451,266

(4)    The stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2021:

For	39,774,279
Against	703,138
Abstain	147,258

Further information regarding these proposals is set forth in the Company’s Proxy Statement, as modified or supplemented.

Item 7.01 Regulation FD Disclosure.

Preferred Apartment Communities, Inc. (the "Company") issued a press release on June 3, 2021, regarding the Company’s announcement that Joel T. Murphy, the Company’s President and Chief Executive Officer, has been elected Chairman of the Company’s Board of Directors and that Howard A. McLure has been appointed lead independent director. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information contained in this Item 7.01, including the information contained in the press release attached as Exhibit 99.1 is being "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Reference to the Company’s website in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K does not incorporate by reference the information on such website into this Current Report on Form 8-K and the Company disclaims any such incorporation by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

10.1    Form of Restricted Stock Agreement (Director) (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with Securities and Exchange Commission on June 19, 2020).

99.1    Press Release Announcing Chairman of the Board and Lead Independent Director

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.

PREFERRED APARTMENT COMMUNITIES, INC.

(Registrant)

Date: June 3, 2021	By:	/s/ Jeffrey R. Sprain
		Jeffrey R. Sprain
		Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

Preferred Apartment Communities, Inc. Announces Appointment of Joel T. Murphy to the Additional Position of Chairman of the Board and Howard A. McLure as Lead Independent Director

Atlanta, GA, June 3, 2021

Preferred Apartment Communities, Inc. (NYSE: APTS) ("PAC" or the "Company") today announced that its Board of Directors has unanimously appointed Joel Murphy to the additional position of Chairman of the Board. Mr. Murphy will continue to serve as President and Chief Executive Officer. The Board also unanimously appointed Howard McLure to continue to serve as its Lead Independent Director.

Mr. Murphy, age 62, has served as the Company’s Chief Executive Officer since January 2020, and as a member of the Board of Directors since May 2019. Prior to his appointment as Chief Executive Officer of the Company, Mr. Murphy served as Chief Executive Officer of New Market Properties, LLC, the subsidiary of the Company that owns the Company’s grocery anchored retail investments. He also has served as Chair of the Investment Committee for the Company since June 2018. Mr. Murphy has over 30 years of experience as an executive officer, principal and advisor in multifamily and retail projects, portfolios and investments.

Mr. McLure, age 64, has served on the Company’s Board of Directors since March 31, 2011. In addition, since January 1, 2014, Mr. McLure has been the Company’s Lead Independent Director. Mr. McLure has also served in various executive management roles throughout his over 30 year career, including serving as Executive Vice President of CVS Caremark Corporation (NYSE: CVS) and President of Caremark Pharmacy Services, a division of CVS Caremark Corporation, where he was responsible for all sales and operations of the division. Mr. McLure also served in executive management and financial roles at Caremark, Rx, prior to its merger with CVS.  Mr. McLure continues to serve on the Board of Vituro Health, LLC. 

“On behalf of the Board of Directors, we are pleased to announce that Joel Murphy has been named Chairman of the Board at PAC. Joel is a true leader in the real estate industry, which was proven most recently with his leadership in 2020. Under Joel’s guidance, the Company’s core business remained consistent through the pandemic, and at the same time, he has led and continues to lead the execution of the strategic transformation and simplification of our structure and balance sheet. Joel’s leadership and experience are great assets for the Board as the Company continues to execute on its efforts to create long term value. We look forward to his expanded role in providing oversight, direction, and leadership to the full Board,” commented Howard McLure, the Company’s Lead Independent Director.

Mr. Murphy added, "I am honored to have been elected as PAC's Chairman of the Board and I look forward to continuing to work with the Board, our experienced leadership team and our talented associates to execute our business strategies. I also look forward to working closely with Howard as our Lead Independent Director. His experience and wise counsel have been invaluable to us as we navigated the pandemic and our strategic transformation. Howard is a seasoned corporate and governance professional and has been and will continue to be a productive partner in driving a high performance board.”

About Preferred Apartment Communities, Inc.

Preferred Apartment Communities, Inc. (NYSE: APTS) is a real estate investment trust engaged primarily in the ownership and operation of Class A multifamily properties, with select investments in grocery-anchored shopping centers and Class A office buildings. Preferred Apartment Communities' investment objective is to generate attractive, stable returns for stockholders by investing in income-producing properties and acquiring or originating real estate loans. As of March 31, 2021, the Company owned or was invested in 117 properties in 13 states, predominantly in the Southeast region of the United States. Learn more at www.pacapts.com.

Additional Information  

The SEC has declared effective the registration statement filed by the Company for each of our public offerings. Before you invest, you should read the final prospectus, and any prospectus supplements forming a part of the registration statement and other documents the Company has filed with the SEC for more complete information about the Company and the offering. In particular, you should carefully read the risk factors described in the final prospectus and in any related prospectus supplement and in the documents incorporated by reference in the final prospectus and any related prospectus supplement. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company or its dealer manager, Preferred Capital Securities, LLC, will arrange to send you a prospectus with respect to the Series A1/M1 Offering upon request by contacting John A. Isakson at (770) 818-4109, 3284 Northside Parkway NW, Suite 150, Atlanta, Georgia 30327.

The final prospectus for the Series A1/M1 Offering, dated October 22, 2019, can be accessed through the following link:

https://www.sec.gov/Archives/edgar/data/1481832/000148183219000097/a424b5-2019seriesamshares.htm

SOURCE: Preferred Apartment Communities, Inc.

Preferred Apartment Communities, Inc.

John A. Isakson 770-818-4109

Chief Financial Officer

Email: jisakson@pacapts.com

Preferred Apartment Communities, Inc.

Paul Cullen  770-818-4144

Executive Vice President-Investor Relations

Email: Investorrelations@pacapts.com

XML

Cover	Nov. 19, 2020
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 03, 2021
Entity Registrant Name	Preferred Apartment Communities, Inc.
Entity File Number	001-34995
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	27-1712193
Entity Address, Address Line One	3284 Northside Parkway NW, Suite 150,
Entity Address, City or Town	Atlanta,
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30327
City Area Code	(770)
Local Phone Number	818-4100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Central Index Key	0001481832
Amendment Flag	false
Trading Symbol	APTS
Entity Emerging Growth Company	false
Security Exchange Name	NYSE
Title of 12(b) Security	Common Stock, par value $.01 per share
Series A Preferred Stock [Member]
Document Information [Line Items]
Title of 12(g) Security	Series A Redeemable Preferred Stock, par value $0.01 per share
Warrant [Member]
Document Information [Line Items]
Title of 12(g) Security	Warrant to Purchase Common Stock, par value $0.01 per share
us-gaap_SeriesA1PreferredStockMember [Member]
Document Information [Line Items]
Title of 12(g) Security	Series A1 Redeemable Preferred Stock, par value $0.01 per share
us-gaap_SeriesM1PreferredStock [Member]
Document Information [Line Items]
Title of 12(g) Security	Series M1 Redeemable Preferred Stock, par value $0.01 per share
seriesMpreferredstock [Member]
Document Information [Line Items]
Title of 12(g) Security	Series M Redeemable Preferred Stock, par value $0.01 per share