American Campus Communities Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
American Campus Communities, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) on August 4, 2022. At the Special Meeting, the Company’s common stockholders voted on three proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 18, 2022, as it may be amended from time to time, among Abacus Parent LLC, Abacus Merger Sub I LLC, Abacus Merger Sub II LLC, the Company and American Campus Communities Operating Partnership LP, each of which is described in further detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission and first mailed to stockholders on June 16, 2022. The Merger Agreement provides for (1) the merger of the Company with and into Abacus Merger Sub I LLC (the “Company Merger”) and (2) the merger of Abacus Merger Sub II LLC with and into American Campus Communities Operating Partnership LP (together with the Company Merger, the “Mergers”).
As of the close of business on June 14, 2022, the record date for the Special Meeting, there were 139,483,032 shares of common stock of the Company, par value $0.01 per share (the “common stock”), outstanding and entitled to vote, as well as 1,171,141 unvested restricted stock awards entitled to be voted by employees. Each share of common stock was entitled to one vote with respect to each proposal at the Special Meeting. A total of 115,136,535 shares of common stock were voted virtually or by proxy, representing 81.9% of the votes entitled to be cast at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting. At the Special Meeting, the Company’s common stockholders were asked to consider and vote on the following matters:
| • | a proposal to approve the Company Merger pursuant to the terms of the Merger Agreement (the “Merger Proposal”); and |
| • | a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Mergers (the “Advisory Compensation Proposal”). |
At the Special Meeting, the Company’s common stockholders approved the Merger Proposal and the Advisory Compensation Proposal. Because there were sufficient votes present to approve the Merger Proposal, a third proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies, was rendered moot and was not presented.
The final voting results for each proposal are set forth below.
Merger Proposal
At the Special Meeting, the Company’s common stockholders voted to approve the Company Merger. The table below sets forth the voting results for this proposal:
| Votes For |
Votes Against |
Abstentions | ||
| 114,860,092 | 262,543 | 13,899 |
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Advisory Compensation Proposal
At the Special Meeting, the Company’s common stockholders voted to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Mergers. The table below sets forth the voting results for this proposal:
| Votes For |
Votes Against |
Abstentions | ||
| 69,096,595 | 44,345,733 | 1,694,206 |
Because none of the proposals before the Special Meeting were “routine” matters, there were no broker non-votes occurring in connection with these proposals at the Special Meeting.
Subject to the satisfaction or waiver of all of the conditions to the closing of the Mergers in the Merger Agreement, the Mergers are expected to be completed on August 9, 2022.
| Item 8.01 | Other Events |
On August 4, 2022, the Company issued a press release announcing the results of the voting at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Press Released issued August 4, 2022 | |
| 104 | Cover page interactive data file (embedded within the Inline XBRL document) | |
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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: August 4, 2022
| AMERICAN CAMPUS COMMUNITIES, INC. | ||
| By: | /s/ Kim K. Voss | |
| Kim K. Voss | ||
| Executive Vice President, Chief Accounting Officer | ||
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