8-K 1 v342529_8k.htm FORM 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): April 22, 2013

 

CAMPUS CREST COMMUNITIES, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

(State or other jurisdiction
of incorporation or organization)

001-34872

(Commission File Number)

27-2481988
(IRS Employer
Identification No.)

2100 Rexford Road, Suite 414
Charlotte, North Carolina

(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
Number

 

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
Number

 

Description

     
3.1   Articles of Amendment to Articles of Amendment and Restatement of the Company, effective April 25, 2013