UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): March 9, 2020
AMERICAN HOMES 4 RENT
(Exact name of registrant as specified in its charter)
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| American Homes 4 Rent | Maryland | 001-36013 | 46-1229660 |
| | (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
30601 Agoura Road, Suite 200
Agoura Hills, California 91301
(Address of principal executive offices) (Zip Code)
(805) 413-5300
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading symbols | | Name of each exchange on which registered |
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Class A common shares of
beneficial interest, $.01 par value | | AMH | | New York Stock Exchange
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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 |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Under Maryland law, the shareholders of a Maryland real estate investment trust only have the right to cumulate votes in an election of trustees if such right is explicitly provided for in the company’s declaration of trust. The Company’s Articles of Amendment and Restatement of Declaration of Trust, which has not been amended since the Company’s initial public offering, does not grant shareholders cumulative voting in the election of trustees. Accordingly, the Company has never permitted or provided for cumulative voting in its annual elections of trustees. Effective March 9, 2020, the Board of Trustees amended and restated the Company’s bylaws (“Bylaws”) to revise Article II, Section 7 of the Bylaws to conform to the Company’s Articles of Amendment and Restatement of Declaration of Trust by removing an inoperative and inadvertent reference to cumulative voting. The Board of Trustees further revised the Bylaws to remove old Article XV (Special Election Meeting) and related references as they were no longer operative given satisfaction of the conditions that were set forth therein.
The foregoing summary of the Bylaws is qualified in its entirety by reference to the copy of the Bylaws filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Exhibit Number | | Description |
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| 3.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: March 9, 2020
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| | | AMERICAN HOMES 4 RENT |
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| | | By: | /s/ Stephanie Heim |
| | | | Stephanie Heim |
| | | | Chief Governance Officer, EVP
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