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, 2013
CAMPUS CREST COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
|
Maryland (State or other jurisdiction |
001-34872 (Commission File Number) |
27-2481988 (IRS Employer Identification No.) |
|
2100 Rexford Road, Suite 414 (Address of principal executive offices) |
28211 (Zip Code) | |
| Registrant’s telephone number, including area code: (704) 496-2500 | ||
_____________________________________________________________________________
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 (see General Instruction A.2. below):
¨ 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 April 22, 2013, the Board of Directors of Campus Crest Communities, Inc. (the “Company”) approved Articles of Amendment to the Company’s Articles of Amendment and Restatement to increase the number of authorized shares of the Company to 550,000,000 shares of stock, consisting of 500,000,000 shares of Common Stock, $0.01 par value per share, and 50,000,000 shares of Preferred Stock, $0.01 par value per share. The Articles of Amendment were filed with the Maryland State Department of Assessments and Taxation on April 25, 2013 and became effective on that date.
The foregoing description of the Articles of Amendment is qualified in its entirety to the Articles of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a vote of Security Holders.
On April 22, 2013, the Company held its 2013 Annual Meeting of Stockholders at which (i) directors were elected, (ii) the appointment of KPMG LLP as independent registered public accounting firm for the Company was ratified, and (iii) the compensation of the Company’s named executive officers was approved in an advisory vote. The proposals are described in detail in the Company’s Proxy Statement for the 2013 Annual Meeting of Stockholders (the “2013 Proxy Statement”). The final results for the voting with respect to each proposal are set forth below.
Election of Directors
The following six directors were duly elected to serve as directors of the Company until the 2014 Annual Meeting of Stockholders and until their successors are duly elected and qualified: Ted W. Rollins, Michael S. Hartnett, Richard S. Kahlbaugh, Denis McGlynn, William G. Popeo and Daniel L. Simmons. The table below sets forth the voting results for each director nominee:
|
Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Ted W. Rollins | 30,271,244 | 759,655 | 4,031,362 | |||
| Michael S. Hartnett | 29,695,970 | 1,334,929 | 4,031,362 | |||
| Richard S. Kahlbaugh | 24,440,255 | 6,590,644 | 4,031,362 | |||
| Denis McGlynn | 29,837,830 | 1,193,069 | 4,031,362 | |||
| William G. Popeo | 30,183,016 | 847,883 | 4,031,362 | |||
| Daniel L. Simmons | 29,926,581 | 1,104,318 | 4,031,362 |
Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2013
The table below sets forth the voting results for this proposal:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 30,362,955 | 4,692,076 | 7,230 | 0 |
Approval (on an advisory, non-binding basis) of Executive Compensation
The Company’s stockholders approved (on an advisory, non-binding basis) the compensation of the Company’s named executive officers as described in “Executive Officer Compensation — Compensation Discussion and Analysis” and “Executive Officer Compensation Tables” in the Company’s 2013 Proxy Statement. The table below sets forth the voting results for this proposal:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 26,226,042 | 4,560,811 | 244,046 | 4,031,362 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit |
Description | |
| 3.1 | Articles of Amendment to Articles of Amendment and Restatement of the Company, effective April 25, 2013 | |
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.
| CAMPUS CREST COMMUNITIES, INC. | ||
| Date: April 25, 2013 | By: | /s/ Donald L. Bobbitt, Jr. |
| Donald L. Bobbitt, Jr. Executive Vice President, Chief Financial Officer and Secretary | ||
Exhibit Index
|
Exhibit |
Description | |
| 3.1 | Articles of Amendment to Articles of Amendment and Restatement of the Company, effective April 25, 2013 | |
Exhibit 3.1
Campus Crest Communities, Inc.
Articles of Amendment
to
Articles of Amendment and Restatement
Campus Crest Communities, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation (the “Charter”) as currently in effect is hereby amended by deleting therefrom in its entirety existing Section 6.1 of Article VI, and inserting in lieu thereof, the following new Section 6.1 of Article VI:
Section 6.1 Authorized Shares. The Corporation has authority to issue Five Hundred Fifty Million (550,000,000) shares of stock, consisting of 500,000,000 shares of Common Stock, $0.01 par value per share (“Common Stock”), and 50,000,000 shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $5,500,000. If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to Section 6.2, 6.3 or 6.4 of this Article VI, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph. The Board of Directors, with the approval of a majority of the entire Board and without any action by the stockholders of the Corporation, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.
SECOND: The foregoing amendment to the Charter of the Corporation was duly approved by the Board of Directors of the Corporation in accordance with applicable sections of the Maryland General Corporation Law and the Charter and Bylaws of the Corporation. No approval by the stockholders of the Corporation is required by the Maryland General Corporation Law or the Charter and Bylaws of the Corporation.
THIRD: The total number of shares of stock which the Corporation had authority to issue immediately prior to this amendment was 100,000,000 shares, of which 90,000,000 shares were shares of Common Stock and 10,000,000 were shares of Preferred Stock. The aggregate par value of all shares of stock having par value was $1,000,000.
FOURTH: The total number of shares of stock which the Corporation has authority to issue pursuant to this amendment is 550,000,000 shares, of which 500,000,000 shares are shares of Common Stock and 50,000,000 are shares of Preferred Stock. The aggregate par value of all shares of stock having par value is $5,500,000.
FIFTH: The information required by Section 2-607(b)(2)(ii) of the Maryland General Corporation Law is not changed by these Articles of Amendment.
SIXTH: The undersigned Chief Executive Officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.
[Signature page follows]
IN WITNESS WHEREOF, Campus Crest Communities, Inc. has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested by its Secretary, on April 24, 2013.
We, the undersigned Chief Executive Officer and Secretary, swear under penalties of perjury that the foregoing is a corporate act.
| CAMPUS CREST COMMUNITIES, INC. | ||
| By: | /s/ Ted W. Rollins | |
| Ted W. Rollins Chief Executive Officer | ||
Attest: /s/ Donald L. Bobbitt, Jr.
Donald L. Bobbitt, Jr.
Secretary
Return Address:
2100 Rexford Road
Suite 414
Charlotte, North Carolina 28211