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): August 5, 2020
AMERICAN HOMES 4 RENT
(Exact name of registrant as specified in its charter)
| Maryland | 001-36013 | 46-1229660 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
30601 Agoura Road, Suite 200 Agoura Hills, California | 91301 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (805) 413-5300
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Class | Trading Symbol | Name of exchange on which registered | ||
| Class A common shares of beneficial interest, $.01 par value | AMH | New York Stock Exchange | ||
| Series D perpetual preferred shares of beneficial interest, $.01 par value | AMH-D | New York Stock Exchange | ||
| Series E perpetual preferred shares of beneficial interest, $.01 par value | AMH-E | New York Stock Exchange | ||
| Series F perpetual preferred shares of beneficial interest, $.01 par value | AMH-F | New York Stock Exchange | ||
| Series G perpetual preferred shares of beneficial interest, $.01 par value | AMH-G | New York Stock Exchange | ||
| Series H perpetual preferred shares of beneficial interest, $.01 par value | AMH-H | New York Stock Exchange |
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 5, 2020, the Board of Trustees (the “Board”) of American Homes 4 Rent (the “Company”), acting on the recommendation of the Nominating and Corporate Governance Committee, expanded the size of the Board from 11 to 12 trustees and appointed Lynn C. Swann as a trustee, effective August 5, 2020. Mr. Swann previously served on the Board from November 2012 to June 2016. Mr. Swann will serve on the Board’s Audit Committee and Nominating and Corporate Governance Committee.
The Board also determined that Mr. Swann is independent under the standards set forth in the Company’s Corporate Governance Guidelines and the New York Stock Exchange listing standards, bringing the total number of independent trustees on the Board to eight.
There have been no transactions, either since the beginning of the Company’s last fiscal year or that are currently proposed, regarding Mr. Swann that are required to be disclosed pursuant to Item 404(a) of SEC Regulation S-K.
Effective with his election to the Board, Mr. Swann will participate in the standard compensation arrangements for the Company’s non-management trustees, as previously reported. The Company also intends to enter into its standard form of indemnification agreement with Mr. Swann.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
Exhibit No. | Description | |
| 99.1 | Press Release dated August 7, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| AMERICAN HOMES 4 RENT | ||||
| Date: August 7, 2020 |
| By: | /s/ Sara H. Vogt-Lowell | |||
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| Sara H. Vogt-Lowell | |||
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| Chief Legal Officer | |||