| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On February 15, 2024, the Board, increased the size of the Board from nine to eleven directors and effective immediately appointed Messrs. Jerry Ehlinger and Craig A. Leupold to serve as directors of the Company until the Company’s 2024 Annual Meeting of Stockholders.
Mr. Ehlinger brings over 25 years of industry experience to the Board. Most recently he served as Global Head and CIO of Public Securities at Heitman Real Estate Investment Management, responsible for all aspects of Heitman’s global public securities business and was a Member of Heitman’s Firmwide Global Management Committee. Prior to that, he was Head of U.S. Public Securities at Heitman, responsible for the operations of the U.S. REIT business. Previously, Mr. Ehlinger served as the Head of Real Estate Securities, Americas and US Portfolio Manager for RREEF, responsible for overseeing all areas of RREEF’s REIT investment management business in the U.S. Prior to his time at RREEF, he was a U.S. Portfolio Manager and Analyst in public real estate securities at Heitman and also served in various REIT research and investment management roles at Morgan Stanley Dean Witter.
He completed his undergraduate studies at University of Wisconsin – Whitewater and received a Master of Science in Finance, Investment, and Banking from the University of Wisconsin – Madison. Mr. Ehlinger is a Chartered Financial Analyst.
Mr. Leupold brings over 30 years of industry experience to the Board, and is currently the CEO of GSI Capital Advisors, an investment manager with expertise in publicly traded real estate securities, based in Newport Beach, CA. Prior to that, Mr. Leupold spent 27 years at Green Street Advisors, the last twelve of which as the firm’s CEO, guiding its strategic direction and overseeing its client relationships and interactions.
Mr. Leupold previously served on the Board of Directors of American Campus Communities Inc., the largest developer, owner and manager of student housing communities in the United States, until the sale of the company to Blackstone. He completed his undergraduate studies at the University of California – San Diego, and received his Masters of Business Administration in Finance and Real Estate at Columbia University.
Pursuant to the terms of the Cooperation Agreement, Mr. Leupold will serve on the Capital Allocation Committee of the Board for the duration of the term of the Cooperation Agreement.
Mr. Ehlinger and Mr. Leupold will participate in the Company’s standard non-employee director compensation and indemnification arrangements, under which each will receive annual compensation for serving on the Board and any applicable committees thereof pursuant to the Company’s non-employee director compensation policy, substantially as described in the Company’s filings with the Securities and Exchange Commission.
There are no arrangements or understandings between Mr. Ehlinger or Mr. Leupold and any other person pursuant to which they were selected as directors of the Company, and there are no related person transactions between Mr. Ehlinger or Mr. Leupold and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On February 16, 2024, the Company issued a press release announcing the appointments of Messrs. Jerry Ehlinger and Craig A. Leupold, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference solely for purposes of this Item 7.01 disclosure.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report, including Exhibit 99.1 attached hereto, contains various “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the Company intends that such forward-looking statements will be subject to the safe harbors created thereby. Forward-looking statements can be identified by words such as “will,” “may,” “could,” “expect,” “anticipate,” “believes,” “intends,” “should,” “plans,” “estimates,” “approximate,” “guidance,” and similar expressions in this filing that predict or indicate future events and trends and that do not report historical matters.
These forward-looking statements reflect the Company’s current views with respect to future events and financial performance, but involve known and unknown risks, uncertainties, and other factors, some of which are beyond the Company’s control. These risks, uncertainties, and other factors may cause the actual results of the Company to be materially different from any future results expressed or implied by such forward-looking statements. Such risks and uncertainties include risks related to natural disasters, such as hurricanes, earthquakes, floods, droughts and wildfires; existing or potential supply chain disruptions; outbreaks of disease and related restrictions on business operations; national, regional and local economic climates; wars and other international conflicts; difficulties in the Company’s ability to evaluate, finance, complete and integrate acquisitions, developments and expansions successfully; the ability to maintain rental rates and occupancy levels; competitive market forces; the performance of recent acquisitions; changes in market rates of interest; changes in foreign currency exchange rates; the ability of purchasers of manufactured homes and boats to obtain financing; and the level of repossessions by manufactured home and boat lenders. Further details of potential risks that may affect the Company are described in the Company’s periodic reports filed with the U.S. Securities and Exchange Commission, including in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
The forward-looking statements contained in this filing speak only as of the date hereof and the Company expressly disclaims any obligation to provide public updates, revisions or amendments to any forward-looking statements made herein to reflect changes in the Company’s assumptions, expectations of future events, or trends.
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