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 1, 2023
(Exact name of registrant as specified in its charter)
American Homes 4 Rent |
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American Homes 4 Rent, L.P. |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(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: 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 each class |
Trading symbols |
Name of each exchange on which registered | ||
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 5.03. |
Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. |
Effective August 1, 2023, the Board of Trustees of American Homes 4 Rent, or AMH, approved Amended and Restated Bylaws. The revisions to the Amended and Restated Bylaws include changes to Article II, Section 1 to reflect the ability of AMH under Maryland law to hold virtual annual meetings of shareholders, and changes to Article II, Section 11 to address procedural issues related to the new universal proxy rules of Rule
14a-19
under the Exchange Act of 1934, including (i) requiring representations and notifications regarding compliance with the requirements of Rule 14a-19,
(ii) prohibiting additional or substitute nominations following the expiration of the nomination period, (iii) designating the white proxy card for exclusive use by the Board of Trustees, and (iv) updating other requirements for valid nominations and clarifying the treatment of defective nominations. This description of the Amended and Restated Bylaws is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
Exhibit 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 registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
Date: August 4, 2023
AMERICAN HOMES 4 RENT | ||
| By: | /s/ Sara H. Vogt-Lowell | |
| Sara H. Vogt-Lowell | ||
| Chief Legal Officer and Secretary | ||
AMERICAN HOMES 4 RENT, L.P. | ||
| By: | American Homes 4 Rent, its General Partner | |
| By: | /s/ Sara H. Vogt-Lowell | |
| Sara H. Vogt-Lowell | ||
| Chief Legal Officer and Secretary | ||