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 7, 2020
Preferred Apartment Communities, Inc.
(Exact Name of Registrant as Specified in its Charter)
Maryland
001-34995
27-1712193
(State or other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
3284 Northside Parkway NW, Suite 150
30327
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code:  (770) 818-4100
_____________________
(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:
[ ]
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))

Title of each class
 
Trading Symbol
Name of each exchange on which registered
 
Common Stock, par value $.01 per share
APTS
NYSE
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Series A Redeemable Preferred Stock, par value $0.01 per share
Warrant to Purchase Common Stock, par value $0.01 per share
Series M Redeemable Preferred Stock, par value $0.01 per share
Series A1 Redeemable Preferred Stock, par value $0.01 per share
Series M1 Redeemable Preferred Stock, par value $0.01 per share





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 7, 2020 the Company held its Annual Meeting in Atlanta, Georgia for the purpose of: (i) electing eight directors to serve on the Board until the 2021 Annual Meeting of Stockholders; (ii) approve the Articles of Amendment to the Company's charter; (iii) taking an advisory vote on the compensation of our named executive officers; and (iv) ratifying the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.  As of the record date, March 13, 2020, there were 47,582,966 shares of Common Stock entitled to vote at the Annual Meeting. Represented at the meeting in person or by proxy were 40,442,065 shares of Common Stock representing approximately 84.99% of the total shares of Common Stock entitled to vote at the meeting.    
(1)    The following ten persons were elected directors of the Company:
Nominee
For
Against
Abstain
Broker Non-Votes
Steve Bartkowski
19,285,048
3,298,673
243,705
17,614,639
John M. Cannon
22,213,699
364,103
249,624
17,614,639
Gary B. Coursey
19,291,434
3,304,687
231,305
17,614,639
Daniel M. DuPree
21,806,272
793,564
227,590
17,614,639
Sara J. Finley
21,757,988
947,136
122,302
17,614,639
Howard A. McLure
22,235,282
351,415
240,729
17,614,639
Joel T. Murphy
22,266,384
323,620
237,422
17,614,639
Timothy A. Peterson
22,280,090
306,109
241,227
17,614,639

(2)
The Charter Amendment did not pass for failure to reach a vote of two thirds of the Company's outstanding shares, or 31,721,978 shares, for the proposal:
For
22,250,319

Against
386,220

Abstain
19,087

Broker Non-Votes
17,614,639


(3)
Advisory vote on the Company's named executive officer compensation:

For
14,598,646

Against
7,376,541

Abstain
852,239

Broker Non-Votes
17,614,639


(4)    The stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2020:
For
39,368,500

Against
966,007

Abstain
107,558

Further information regarding these proposals is set forth in the Company’s Proxy Statement, as modified or supplemented.






SIGNATURE

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.

 
PREFERRED APARTMENT COMMUNITIES, INC.
(Registrant)

Date: May 7, 2020
By:
/s/ Jeffrey R. Sprain
 
 
Jeffrey R. Sprain
 
 
Executive Vice President, General Counsel and Corporate Secretary