Form 8-K - Current report

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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): December 10, 2024

 

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)	(I.R.S. Employer Identification No.)

 

 

MID-AMERICA APARTMENTS, L.P.

(Exact name of registrant as specified in its charter)

 

Tennessee	333-190028-01	62-1543816
(State or Other Jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

6815 Poplar Avenue, Suite 500
Germantown, Tennessee	38138
(Address of Principal Executive Offices)	(Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share (Mid-America Apartment Communities, Inc.)	MAA	New York Stock Exchange
8.50% Series I Cumulative Redeemable Preferred Stock, $.01 par value per share (Mid-America Apartment Communities, Inc.)	MAA*I	New York Stock Exchange

 

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. ☐

 

 

 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Chief Executive Officer

On December 10, 2024, Mid-America Apartment Communities, Inc. (the “Company”) announced that H. Eric Bolton, Jr. will be retiring from his position as Chief Executive Officer of the Company, effective the end of business on March 31, 2025. Mr. Bolton’s retirement is not the result of any disagreement regarding any matter relating to the Company’s operations, policies or practices. As part of the Company’s planned succession efforts, upon his retirement as Chief Executive Officer, Mr. Bolton will serve as Executive Chairman of the Company to provide strategic support and counsel and facilitate an orderly transition. Mr. Bolton will also remain as Chairman of the Board of Directors of the Company. Mr. Bolton’s annual base salary will decrease to $850,000, effective April 1, 2025. Mr. Bolton will continue to participate in executive incentive plans but will have a decreased award opportunity as a percent of salary under the 2025 Annual Incentive Plan.

Incoming President and Chief Executive Officer

A. Bradley Hill, the Company’s current President and Chief Investment Officer, will assume responsibilities as the Company’s President and Chief Executive Officer effective April 1, 2025, in which capacity he will serve as the Company’s principal executive officer. Biographical information regarding Mr. Hill is available under the heading “NEOs of the Registrant” in the Company’s definitive proxy statement for its 2024 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 8, 2024, and is incorporated by reference herein. There are no arrangements or understandings between Mr. Hill and any other persons pursuant to which he was appointed as President and Chief Executive Officer of the Company. There are no family relationships between Mr. Hill and any of the Company’s directors or other executive officers, and Mr. Hill is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Hill’s annual base salary will increase to $750,000, effective April 1, 2025. Mr. Hill will continue to participate in executive incentive plans with increased award opportunities as a percent of salary for both the 2025 Annual Incentive Plan and the 2025 Long-Term Incentive Plan.

Item 7.01. Regulation FD Disclosure.

On December 10, 2024, the Company issued a press release announcing the succession of Mr. Hill as President and Chief Executive Officer of the Company and Mr. Bolton’s transition to Executive Chairman of the Company, effective April 1, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

The information in this Current Report under this Item 7.01 (including Exhibit 99.1) is being “furnished” and shall not be deemed to be “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any previous or future filings by the Company or Mid-America Apartments, L.P. under the Exchange Act or the Securities Act of 1933, as amended.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release dated December 10, 2024.
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.

 

			MID-AMERICA APARTMENT COMMUNITIES, INC.
Date:	December 10, 2024	By:	/s/A. Clay Holder
			A. Clay Holder
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)

 

			MID-AMERICA APARTMENTS, L.P.
		By:	Mid-America Apartment Communities, Inc., its general partner
Date:	December 10, 2024	By:	/s/A. Clay Holder
			A. Clay Holder
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)

 

 

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Exhibit 99.1

PRESS RELEASE

MAA ANNOUNCES CEO SUCCESSION PLAN

Germantown, TN, December 10, 2024 /PRNewswire/ -- Mid-America Apartment Communities, Inc., ("MAA") (NYSE: MAA) announced the appointment of A. Bradley Hill (48) as its President and Chief Executive Officer effective April 1, 2025, succeeding H. Eric Bolton, Jr. (68) who is retiring as Chief Executive Officer and will serve as Executive Chairman upon the effective date of the transition. The Nominating and Corporate Governance Committee of MAA’s Board of Directors plans to nominate Mr. Hill for election by shareholders to serve on the Board of Directors at the 2025 Annual Meeting of Shareholders. Mr. Bolton will continue to serve as Chairman of the Board of Directors.

 

Mr. Hill joined MAA in 2010 and has over 21 years of real estate experience in the areas of transactions, development, and operations. Mr. Hill is currently serving as MAA’s President and Chief Investment Officer with oversight of the company’s transactions, new development, and property operations. Mr. Hill holds a BS in Management from Tulane University and an MBA with a concentration in Finance from SMU’s Cox School of Business. He is a CFA® charterholder, a member of the Urban Land Institute (Multifamily Blue Council) and a member of the National Multifamily Housing Council (NMHC). Prior to joining MAA, Mr. Hill held senior positions with two real estate development companies.

Announcing Mr. Hill’s appointment, Alan B. Graf, Jr., Lead Independent Director said: “The Board has a strong and continuous succession planning process led by our Nominating and Corporate Governance Committee. Through that process, we considered various factors, including input from independent advisors, market and industry best practices, and potential external candidates. We also invested in and monitored development plans for potential internal candidates. We have closely observed Brad’s growth, capabilities, character and leadership style over the past several years. We are very pleased to have a successor to Eric of such caliber and are confident in Brad’s ability to lead our team in continuing to create value for our investors, residents, associates and communities. Brad will build on the exceptional leadership of Eric’s 23 years of service as Chief Executive Officer and 30 total years with MAA. MAA experienced tremendous success thanks to Eric’s clear and unwavering vision executed by a talented and dedicated team of associates. Under Eric’s leadership, MAA has delivered sector leading growth and shareholder performance over his tenure.”

Chief Executive Officer H. Eric Bolton, Jr. said: “I am pleased that Brad will succeed me as I step back from the CEO role and focus on providing strategic support and counsel to Brad and our Board. Brad’s experience, capabilities and ambition for the business ideally position him to lead MAA forward through the next era of opportunity. It has been a privilege to serve MAA as CEO and I am profoundly grateful to the Board of Directors and our associates for their commitment and support over the years as we have, together, strengthened and grown our company, positioning MAA for this next chapter of success.”

A. Bradley Hill, incoming President and Chief Executive Officer said: “I am humbled and honored to be appointed the next CEO of this tremendous organization. I want to thank the Board of Directors for placing its trust and confidence in me and I want to thank Eric for his example of selfless leadership and his continued guidance and support. Finally, to the highly talented associates that have supported me over the years, I’m excited to continue to work alongside you to build on our legacy of strong performance and growth to deliver meaningful value to our constituents.”

About MAA

MAA, an S&P 500 company, is a self-administered real estate investment trust (REIT) focused on delivering strong, full-cycle investment performance for shareholders through the ownership, management, acquisition, development and redevelopment of apartment communities primarily in the Southeast, Southwest and Mid-Atlantic regions of the United States. For further details, please refer to www.maac.com or contact Investor Relations at [e-mail].

 

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Document And Entity Information	Dec. 10, 2024
Document And Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 10, 2024
Entity Registrant Name	MID-AMERICA APARTMENT COMMUNITIES, INC.
Entity Central Index Key	0000912595
Entity Emerging Growth Company	false
Entity File Number	001-12762
Entity Incorporation, State or Country Code	TN
Entity Tax Identification Number	62-1543819
Entity Address, Address Line One	6815 Poplar Avenue
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Germantown
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	38138
City Area Code	901
Local Phone Number	682-6600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol(s)	MAA
Security Exchange Name	NYSE
Cumulative Preferred Stock [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	8.50% Series I Cumulative Redeemable Preferred Stock, $.01 par value per share
Trading Symbol(s)	MAAI
Security Exchange Name	NYSE
Limited Partner [Member]
Document And Entity Information [Line Items]
Entity Registrant Name	MID-AMERICA APARTMENTS, L.P.
Entity File Number	333-190028-01
Entity Incorporation, State or Country Code	TN
Entity Tax Identification Number	62-1543816

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