Mid-America Apartment Communities Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(d) Election of Directors. On September 24, 2024, the Board of Directors (the “Board”) of Mid-America Apartment Communities, Inc. (the “Company”), upon the recommendation of the Board's Nominating and Corporate Governance Committee, appointed Sheila K. McGrath as a member of the Board, effective September 25, 2024, with a term expiring at the Company’s 2025 Annual Meeting of Shareholders. In addition, the Board appointed Ms. McGrath to the Compensation Committee and Real Estate Investment Committee.
Ms. McGrath served as Senior Managing Director at Evercore ISI covering U.S. equity REITs, real estate operating companies, and Mexican real estate investment vehicles from 2012 until 2022. Prior to joining Evercore, she served as Managing Director and Sector Head for REIT research at Keefe, Bruyette & Woods from 2007 until 2012. During that time, Ms. McGrath was a member of the firm's Research Review Committee and Leadership Committee. Between 1994 and 2007, Ms. McGrath was an equity research analyst covering REITs and real estate operating companies at several firms, including Smith Barney and UBS. She began her career in 1989 as a commercial real estate appraiser valuing commercial real estate properties across various sectors and conducting new development feasibility studies.
Ms. McGrath also serves on the boards of Alexandria Real Estate Equities, Inc. (NYSE: ARE), where she is a member of the Life Science Committee and Granite Point Mortgage Trust, Inc. (NYSE: GPMT), where she serves on the Nominating and Corporate Governance Committee and Audit Committee. She received a Bachelor of Arts in Economics from Lafayette College and a Master of Business Administration in Finance and Real Estate from Rutgers University.
Ms. McGrath is an independent director as defined under the listing standards of the New York Stock Exchange. There are no arrangements or understandings between Ms. McGrath and any other persons pursuant to which she was selected as a director of the Company. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Ms. McGrath and the Company or Mid-America Apartments, L.P., the Company’s operating partnership.
In consideration for her service to the Company, Ms. McGrath will receive compensation consistent with that received by the Company's other non-employee directors as disclosed in the Company's definitive proxy statement, filed with the Securities and Exchange Commission on April 8, 2024, in connection with the Company's 2024 Annual Meeting of Shareholders.
The Company has also entered into its standard form of indemnification agreement with Ms. McGrath (the “Indemnification Agreement”), effective as of September 25, 2024. The Indemnification Agreement provides, among other things, that the Company will indemnify Ms. McGrath, under the circumstances and to the extent provided for therein, for certain expenses incurred by her in any action or proceeding arising out of her service as a director of the Company, any subsidiary of the Company or any other company or enterprise to which she provides services at the Company’s request.
The foregoing description of the Indemnification Agreement is a summary and is qualified in its entirety by the full text of the Indemnification Agreement, the form of which was previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 2016 and is incorporated herein by reference as Exhibit 10.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
The Company announced the appointment of Ms. McGrath in a press release on September 25, 2024. A copy of the press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
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99.1* |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*furnished herewith.
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.
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MID-AMERICA APARTMENT COMMUNITIES, INC. |
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Date: |
September 25, 2024 |
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/s/ A. Clay Holder |
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A. Clay Holder |
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Executive Vice President and Chief Financial Officer |
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(Principal Financial Officer) |