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, 2014
Landmark Apartment Trust of America, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Maryland | | 000-52612 | | 20-3975609 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
3505 E Frontage Road, Suite 150 Tampa, Florida | | 33607 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (804) 237-1335
Former name or former address, if changed since last report: Not Applicable
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:
| ¨ | 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 March 20, 2014, the Board of Directors (the “Board”) of Landmark Apartment Trust of America, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Third Amended and Restated Bylaws (the “Bylaws”) to modify the size of the Board. The Amendment took effect on April 22, 2014 upon the consent of the Company’s preferred stockholders.
Article III, Section 3.2 of the Bylaws was amended to provide that the Board shall consist of a minimum of seven and a maximum of eleven directors. A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Exhibits and Financial Statements.
| | |
Exhibit
Number | | Description |
| |
| 3.1 | | Second Amendment to Third Amended and Restated Bylaws, dated April 22, 2014 |
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.
| | | | | | |
| April 25, 2014 | | | | Landmark Apartment Trust of America, Inc. |
| | | |
| | | | By: | | /s/ B. Mechelle Lafon |
| | | | Name: | | B. Mechelle Lafon |
| | | |
| | | | Title: | | Assistant Chief Financial Officer, Treasurer and Secretary |
EXHIBIT INDEX
| | |
Exhibit
Number | | Description |
| |
| 3.1 | | Second Amendment to Third Amended and Restated Bylaws, dated April 22, 2014 |
