Document


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 22, 2018

MID-AMERICA APARTMENT COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
 
Tennessee
 
001-12762
 
62-1543819
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
6815 Poplar Avenue, Suite 500, Germantown, Tennessee
 
38138
(Address of principal executive offices)
 
(Zip Code)
(901) 682-6600
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box 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))

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 5.07.
Submission of Matters to a Vote of Security Holders.

On May 22, 2018, the registrant held its 2018 Annual Meeting of Shareholders. The following matters were submitted to a vote of the shareholders of record as of March 16, 2018 through the solicitation of proxies:

1.
To elect twelve directors to serve for one year and until their successors have been duly elected and qualified;
2.
To provide an advisory (non-binding) vote to approve compensation of the registrant’s named executive officers;
3.
To approve the Second Amended and Restated Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan; and
4.
To ratify Ernst & Young LLP as the registrant’s independent registered public accounting firm for 2018.

All twelve nominees were elected to serve for one year and until their successors have been duly elected and qualified. The results of the election were as follows:

 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
H. Eric Bolton, Jr.
 
90,702,439
 
2,330,938
 
3,057,333
 
7,398,305
Russell R. French
 
95,497,845
 
531,318
 
61,547
 
7,398,305
Alan B. Graf, Jr.
 
93,725,372
 
2,297,789
 
67,549
 
7,398,305
Toni Jennings
 
95,173,845
 
876,322
 
40,543
 
7,398,305
James K. Lowder
 
95,096,181
 
931,487
 
63,042
 
7,398,305
Thomas H. Lowder
 
95,314,551
 
701,851
 
74,308
 
7,398,305
Monica McGurk
 
95,173,696
 
871,546
 
45,468
 
7,398,305
Claude B. Nielsen
 
89,761,667
 
6,281,059
 
47,984
 
7,398,305
Philip W. Norwood
 
94,913,711
 
1,122,007
 
54,992
 
7,398,305
W. Reid Sanders
 
95,471,239
 
508,650
 
110,821
 
7,398,305
Gary Shorb
 
95,515,585
 
502,980
 
72,145
 
7,398,305
David P. Stockert
 
95,049,048
 
975,537
 
66,125
 
7,398,305

The advisory (non-binding) vote to approve the compensation of named executive officers was in favor of executive compensation. The results of the vote were as follows:

For
 
Against
 
Abstain
 
Broker Non-Votes
89,803,898
 
6,137,206
 
149,606
 
7,398,305

The Second Amended and Restated Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan was approved. The results of the vote were as follows:

For
 
Against
 
Abstain
 
Broker Non-Votes
92,639,221
 
3,336,840
 
114,649
 
7,398,305

Ernst & Young LLP was ratified to serve as the registrant’s independent registered public accounting firm for 2018. The results of the vote were as follows:

For
 
Against
 
Abstain
102,558,830
 
867,914
 
62,271









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.

 
 
 
 
 
 
 
 
 
 
 
MID-AMERICA APARTMENT COMMUNITIES, INC.
 
 
 
 
Date: May 22, 2018
 
 
 
By:
 
/s/ Albert M. Campbell, III
 
 
 
 
 
 
Albert M. Campbell, III
 
 
 
 
 
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)