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: May 13, 2022
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State of Incorporation) | Commission file number | (I.R.S. Employer Identification No.) | |||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||||||||
(248 ) 208-2500
(Registrant’s telephone number, including area code)
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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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):
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 3.02 | Submission of Matters to a Vote of Security Holders | ||||
On May 13, 2022, Sun Communities Operating Limited Partnership ("SCOLP"), the operating subsidiary of Sun Communities, Inc. (the "Company"), issued 10,854 common OP units (the "Common Units") at an issuance price of $180.0181 per unit. All of the Common Units were issued as consideration for the initial holder’s contribution of certain assets to SCOLP.
The issuance by SCOLP of the Common Units was made in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.
Each Common Unit is exchangeable at any time (subject to certain limited exceptions) at the holder’s option for one share of common stock (the "Common Stock") of the Company.
Notwithstanding the foregoing exchange rights, the initial holder of the Common Stock has agreed not to sell or otherwise dispose of the shares of the Common Stock issuable upon the exchange of such securities for a period of 18 months after May 13, 2022, subject to certain limited exceptions.
Item 5.07 | Submission of Matters to a Vote of Security Holders | ||||
The Company held its Annual Meeting of Shareholders on May 17, 2022 (the "Annual Meeting"). The votes cast with respect to each item of business properly presented at the Annual Meeting are as follows:
(a) Proposal 1 – Election of Directors
Shareholders elected eight directors to serve until the 2023 Annual Meeting of Shareholders (or until their successors shall have been duly elected and qualified), as follows:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| Tonya Allen | 98,311,915 | 1,110,220 | 68,674 | 4,605,189 | ||||||||||
| Meghan G. Baivier | 94,028,897 | 5,288,283 | 173,629 | 4,605,189 | ||||||||||
| Stephanie W. Bergeron | 94,633,864 | 4,785,514 | 71,431 | 4,605,189 | ||||||||||
| Brian M. Hermelin | 97,403,628 | 1,795,250 | 291,931 | 4,605,189 | ||||||||||
| Ronald A. Klein | 97,845,282 | 1,576,906 | 68,621 | 4,605,189 | ||||||||||
| Clunet R. Lewis | 90,055,315 | 9,137,779 | 297,715 | 4,605,189 | ||||||||||
| Gary A. Shiffman | 94,277,863 | 4,461,663 | 751,283 | 4,605,189 | ||||||||||
| Arthur A. Weiss | 97,179,137 | 2,017,751 | 293,921 | 4,605,189 | ||||||||||
(b) Proposal 2 – Non-binding Advisory Vote on Executive Compensation:
Shareholders approved the non-binding advisory vote on executive compensation, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 93,584,112 | 5,619,227 | 287,470 | 4,605,189 | ||||||||
(c) Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm
Shareholders ratified the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, as follows:
| Votes For | Votes Against | Abstentions | ||||||
| 103,101,073 | 950,802 | 44,123 | ||||||
(d) Proposal 4 – Approval of First Amendment to the Company's 2015 Equity Incentive Plan to increase the number of shares authorized under the plan
Shareholders approved the amendment to the 2015 Equity Incentive Plan, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 94,839,840 | 4,571,773 | 79,196 | 4,605,189 | ||||||||
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.
| SUN COMMUNITIES, INC. | |||||||||||
Dated: May 19, 2022 | By: | /s/ Fernando Castro-Caratini | |||||||||
Fernando Castro-Caratini, Executive Vice President, Chief Financial Officer, Secretary and Treasurer | |||||||||||