8-K

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): February 24, 2021

AMERICAN CAMPUS COMMUNITIES, INC.

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP

(Exact name of Registrant as specified in its Charter)

Maryland	001-32265	76-0753089
Maryland	333-181102-01	56-2473181
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification Number)

12700 Hill Country Blvd., Suite T-200, Austin, Texas 78738

    (Address of Principal Executive Offices)         (Zip Code)

Registrant’s telephone number, including area code: (512) 732-1000

Not applicable

(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))

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	ACC	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. ☐

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

On February 24, 2021, James C. Hopke, Jr. notified American Campus Communities, Inc. (the "Company") that he is retiring as President of the Company effective as of August 24, 2021, at which time William C. Bayless, Jr., currently the Chief Executive Officer of the Company, will assume the additional position of President. The terms of Mr. Hopke's retirement are set forth in his employment agreement with the Company.

The Company has entered into an amendment to the employment agreement with Mr. Bayless to reflect the change in his position described above.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit Number	Title
99.1	Employment Agreement, dated as of April 18, 2005, between American Campus Communities, Inc. and James C. Hopke. Incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on May 3, 2005.
99.2	Amendment No. 1 to Employment Agreement, dated as of November 1, 2007, between American Campus Communities, Inc. and James C. Hopke. Incorporated by reference to Exhibit 99.6 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on November 5, 2007.
99.3	Second Amendment to Employment Agreement, dated as of March 23, 2010, between James C. Hopke, Jr. and American Campus Communities, Inc. Incorporated by reference to Exhibit 99.4 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on March 24, 2010.
99.4	Third Amendment to Employment Agreement, dated as of December 2, 2013, between James C. Hopke, Jr. and American Campus Communities, Inc. Incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on December 5, 2013.
99.5	Fourth Amendment to Employment Agreement, dated as of May 20, 2014, between American Campus Communities, Inc. and James C. Hopke, Jr. Incorporated by reference to Exhibit 99.3 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on May 23, 2014.
99.6	Fifth Amendment to Employment Agreement, dated as of January 10, 2017, between American Campus Communities, Inc. and James C. Hopke, Jr. Incorporated by reference to Exhibit 99.3 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on January 10, 2017.
99.7	Fifth Amendment to Employment Agreement, dated as of February 24, 2021, between American Campus Communities, Inc. and William C. Bayless, Jr.
104	Cover page interactive data file (embedded within the Inline XBRL document).

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.

Date:	February 26, 2021
		AMERICAN CAMPUS COMMUNITIES, INC.
		By:	/s/ Kim K. Voss
			Kim K. Voss
			Executive Vice President, Chief Accounting Officer
		AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP
		By:	American Campus Communities Holdings LLC, its general partner
			By:	American Campus Communities, Inc., its sole member
			By:	/s/ Kim K. Voss
				Kim K. Voss
				Executive Vice President, Chief Accounting Officer

EX-99.7

Exhibit 99.7

FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT

This Fifth Amendment to Employment Agreement (this “Amendment”), dated as of February 24, 2021, by and between American Campus Communities, Inc. (the “Company”) and William C. Bayless, Jr. (“Executive”).

WHEREAS, the Company and Executive have entered into an employment agreement dated as of August 11, 2004, as amended (the “Employment Agreement”); and

WHEREAS, the Company and Executive desire to amend the Employment Agreement as set forth herein.

NOW, THEREFORE, the Company and Executive agree as follows:

1.    Position, Duties and Responsibilities. Effective as of August 24, 2021, Section 3(a) of the Employment Agreement is amended to delete “Chief Executive Officer” and replace it with “Chief Executive Officer and President.”

2.    Capitalized Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Employment Agreement.

3.    Ratification. Except as otherwise expressly provided in this Amendment, the Employment Agreement is hereby ratified and confirmed and shall continue in full force and effect in accordance with its terms.

4.    Counterparts. This Amendment may be executed in identical counterparts, which when taken together shall constitute one and the same instrument. A counterpart transmitted by facsimile shall be deemed an original for all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

AMERICAN CAMPUS COMMUNITIES, INC.

By:    /s/ Daniel B. Perry

Daniel B. Perry

Executive Vice President and Chief Financial Officer

/s/ William C. Bayless, Jr.

William C. Bayless, Jr.

XML

Cover	Feb. 24, 2021
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 24, 2021
Entity Registrant Name	AMERICAN CAMPUS COMMUNITIES, INC.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-32265
Entity Tax Identification Number	76-0753089
Entity Address, Address Line One	12700 Hill Country Blvd.
Entity Address, Address Line Two	Suite T-200
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78738
City Area Code	512
Local Phone Number	732-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $.01 per share
Trading Symbol	ACC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001283630
Amendment Flag	false
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P.
Entity Information [Line Items]
Entity Registrant Name	AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP
Entity Incorporation, State or Country Code	MD
Entity File Number	333-181102-01
Entity Tax Identification Number	56-2473181
Entity Central Index Key	0001357369
Amendment Flag	false