Armada Hoffler Properties Announces Further Corporate Governance Enhancements

Rhea-AI Summary

Armada Hoffler Properties, Inc. (NYSE: AHH) announced a unanimous amendment to its Bylaws, reducing the requirements for stockholders to submit binding proposals for Bylaw amendments. The new thresholds align with the Securities Exchange Act of 1934, allowing stockholders who have held a minimum market value of the Company's securities to propose amendments after specified periods: $2,000 for three years, $15,000 for two years, and $25,000 for one year. The move aims to enhance governance transparency and accountability, reflecting the Board's commitment to best-in-class governance practices.

Positive

• Aligns stockholders' ownership requirements with Rule 14a-8, improving accessibility for shareholder proposals.
• Enhances governance transparency and accountability, potentially increasing shareholder engagement.

Negative

• None.

VIRGINIA BEACH, Va., Feb. 28, 2022 (GLOBE NEWSWIRE) -- Armada Hoffler Properties, Inc. (NYSE: AHH) (the “Company”) today announced that its Board of Directors unanimously approved and adopted an amendment to the Company’s Bylaws to reduce the requirements necessary for stockholders to submit binding proposals to amend the Company’s Bylaws.

In particular, the amendment to the Company’s Bylaws reduces the ownership thresholds required for stockholders to submit proposed amendments to the Company’s Bylaws to align with the ownership requirements of Rule 14a-8 under Securities Exchange Act of 1934, as amended. Specifically, as a result of the Board’s actions, stockholders may propose binding amendments to the Company’s Bylaws if they have continuously held:

• at least $2,000 in market value of the Company's securities entitled to vote on the proposal for at least three years; or
• at least $15,000 in market value of the Company's securities entitled to vote on the proposal for at least two years; or
• at least $25,000 in market value of the Company's securities entitled to vote on the proposal for at least one year; or
• otherwise as provided in Rule 14a-8.

“The Board continues to periodically assess and enhance our governance policies to ensure transparency and accountability to our shareholders,” said Lou Haddad, the Company’s President and Chief Executive Officer. “In light of our strong interest in best-in-class governance, the Board has decided to align the stockholders ownership requirements with Rule 14a-8.”

About Armada Hoffler Properties, Inc.

Armada Hoffler Properties, Inc. (NYSE: AHH) is a vertically-integrated, self-managed real estate investment trust ("REIT") with over four decades of experience developing, building, acquiring, and managing high-quality, institutional-grade office, retail, and multifamily properties located primarily in the Mid-Atlantic and Southeastern United States. In addition to developing and building properties for its own account, the Company also provides development and general contracting construction services to third-party clients. Founded in 1979 by Daniel A. Hoffler, the Company has elected to be taxed as a REIT for U.S. federal income tax purposes.

Contact:
Michael P. O’Hara
Armada Hoffler Properties, Inc.
Chief Financial Officer and Treasurer
Email: MOHara@ArmadaHoffler.com
Phone: (757) 366-6684

FAQ

What changes were announced by Armada Hoffler Properties on February 28, 2022?

Armada Hoffler Properties announced an amendment to its Bylaws to reduce stockholder requirements for submitting binding proposals.

What are the new ownership thresholds for stockholders to propose Bylaw amendments for AHH?

The new thresholds are $2,000 for three years, $15,000 for two years, and $25,000 for one year.

How does the Bylaw amendment benefit shareholders of AHH?

It allows more shareholders to propose amendments, enhancing governance and accountability.

What is the significance of aligning with Rule 14a-8 for AHH?

Aligning with Rule 14a-8 improves the ability of shareholders to influence company governance.