8-K 1 v467700_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): May 23, 2017

 

 

MID-AMERICA APARTMENT COMMUNITIES, INC.

 

 (Exact name of registrant as specified in its charter)

 

 

TENNESSEE 001-12762 62-1543819
(State or other jurisdiction of
incorporation)		 (Commission File Number) (I.R.S. Employer Identification
No.)

 

6584 Poplar Avenue  
Memphis, Tennessee 38138
(Address of principal executive offices) (Zip Code)

 

 

Registrant's telephone number, including area code: (901) 682-6600

 

 

N/A

 

(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 (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))

 

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 23, 2017, the registrant held its 2017 Annual Meeting of Shareholders. The following matters were submitted to a vote of the shareholders of record as of March 17, 2017 through the solicitation of proxies:

 

1.To elect twelve directors to serve for one year and until their successors have been duly elected and qualified;
2.To provide an advisory (non-binding) vote to approve compensation of the registrant’s named executive officers;
3.To provide an advisory (non-binding) vote on the frequency of providing an advisory (non-binding) vote to approve compensation of the registrant’s named executive officers; and
4.To ratify Ernst & Young LLP as the registrant’s independent registered public accounting firm for 2017.

 

 

All twelve nominees were elected to serve for one year and until their successors have been duly elected and qualified. The results of the election were as follows:

 

               Broker 
   For   Against   Abstain   Non-Votes 
H. Eric Bolton, Jr.   91,643,330    2,033,715    3,520,807    8,087,701 
Russell R. French   96,511,779    597,889    88,184    8,087,701 
Alan B. Graf, Jr.   96,090,402    1,018,508    88,942    8,087,701 
Toni Jennings   96,633,907    483,536    80,409    8,087,701 
James K. Lowder   96,344,865    762,618    90,369    8,087,701 
Thomas H. Lowder   96,497,057    609,858    90,937    8,087,701 
Monica McGurk   96,492,883    624,637    80,332    8,087,701 
Claude B. Nielsen   93,248,732    3,861,264    87,856    8,087,701 
Philip W. Norwood   96,334,790    773,322    89,740    8,087,701 
W. Reid Sanders   96,772,416    336,555    88,881    8,087,701 
Gary Shorb   96,861,988    247,202    88,662    8,087,701 
David P. Stockert   96,753,909    354,765    89,178    8,087,701 

     

 

The advisory (non-binding) vote to approve the compensation of named executive officers was in favor of executive compensation. The results of the vote were as follows:

 

            Broker 
For   Against   Abstain   Non-Votes 
 91,994,062    4,977,773    226,017    8,087,701 

 

 

The advisory (non-binding) vote to determine the frequency of the advisory (non-binding) vote to approve the compensation of named executive officers was in favor of 1 Year. The results of the vote were as follows:

 

1 Year   2 Years   3 Years   Abstain 
 85,204,543    407,910    11,443,459    141,940 

 

 

The registrant’s Board of Directors has determined to include a shareholder vote on the compensation of named executive officers in the proxy materials every year until the next required vote on the frequency of shareholder votes on the compensation of named executive officers.

 

Ernst & Young LLP was ratified to serve as the registrant’s independent registered public accounting firm for 2017. The results of the vote were as follows:

 

For   Against   Abstain 
 104,283,262    903,683    98,608 

 

 

 

 

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 thereunto duly authorized.

 

  MID-AMERICA APARTMENT COMMUNITIES, INC.  
Date: May 23, 2017 /s/Albert M. Campbell, III  
  Albert M. Campbell, III  
  Executive Vice President and Chief Financial Officer  
  (Principal Financial and Accounting Officer)