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, 2013
Post Properties, Inc.
Post Apartment Homes, L.P.
(Exact name of registrant as specified in its charter)
Georgia Georgia | 1-12080 0-28226 | 58-1550675 58-2053632 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
4401 Northside Parkway, Suite 800,
Atlanta, Georgia 30327
(Address of principal executive offices)
Registrant’s telephone number, including area code (404) 846-5000
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 (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 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 23, 2013, Post Properties, Inc. (the “Company”) held its annual meeting of shareholders. At the annual meeting, the Company’s shareholders (i) elected the seven directors nominated by the Board of Directors and listed below for a one-year term, (ii) voted to approve, on an advisory basis, executive compensation, and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for 2013. The Company’s independent inspector of elections reported the vote of the shareholders as follows:
Proposal 1—Election of directors
Nominees | For | Withheld | Non-Votes | |||||||||
Robert C. Goddard, III | 46,167,785 | 655,135 | 2,924,521 | |||||||||
David P. Stockert | 46,563,159 | 259,761 | 2,924,521 | |||||||||
Herschel M. Bloom | 45,835,275 | 987,645 | 2,924,521 | |||||||||
Walter M. Deriso, Jr. | 45,956,561 | 866,359 | 2,924,521 | |||||||||
Russell R. French | 45,823,089 | 999,831 | 2,924,521 | |||||||||
Ronald de Waal | 46,317,913 | 505,007 | 2,924,521 | |||||||||
Donald C. Wood | 46,453,806 | 369,114 | 2,924,521 | |||||||||
Proposal 2—Advisory vote on executive compensation
For | Against | Abstain | Non-Votes | |||
| 45,587,574 | 1,033,988 | 201,258 | 2,924,521 |
Proposal 3—Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accountants for 2012
For | Against | Abstain | ||
| 49,484,014 | 243,601 | 19,826 |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On May 23, 2013, the Board of Directors of the Company appointed Ms. Toni Jennings to the Board of Directors. Ms. Jennings, 64, is the chairman of the board of Jack Jennings & Sons, Inc., a family-owned construction business which provides general contractor, construction manager and design-build services. She served as Lieutenant Governor of the State of Florida from 2003 to 2007, and served 20 years in the Florida Senate, four as President, and four years in the Florida House of Representatives. She is also past chair of the Florida Chamber of Commerce. Ms. Jennings is a member of the boards of directors of publicly-traded NextEra Energy, Inc. (NYSE: NEE) and Brown & Brown, Inc. (NYSE: BRO).
There are no arrangements between Ms. Jennings and any other person pursuant to which Ms. Jennings was selected as a director. Ms. Jennings has also been appointed to serve on the Audit Committee and the Executive Compensation and Management Development Committee. A copy of a press release announcing the appointment of Ms. Jennings is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
In connection with her service on the Board of Directors, Ms. Jennings will enter into an Indemnification Agreement with the Company, a form of which was previously filed as Exhibit 10.2 to the Company’s Form 8-K filed on October 22, 2008.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press release dated May 23, 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.
Dated: May 24, 2013
| POST PROPERTIES, INC. | ||
| By: | /s/ David P. Stockert | |
| David P. Stockert | ||
| President and Chief Executive Officer | ||
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.
Dated: May 24, 2013
| POST APARTMENT HOMES, L.P. | ||
| By: | POST GP HOLDINGS, INC., | |
| as General Partner | ||
| By: | /s/ David P. Stockert | |
| David P. Stockert | ||
| President and Chief Executive Officer | ||