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): October 19, 2022

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)

(901) 682-6600

(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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 October 19, 2022, Mid-America Apartment Communities, Inc. (the “Company”) announced that Thomas L. Grimes, Jr. will be retiring from his position as Executive Vice President and Chief Operating Officer of the Company, effective December 31, 2022 (the “Retirement Date”).

In connection with Mr. Grimes’ planned retirement, the Company, Mid-America Apartments, L.P. and Mr. Grimes entered into a Retirement and Transition Services Agreement (the “Retirement Agreement”). Pursuant to the Retirement Agreement, Mr. Grimes will be entitled to receive (i) a lump sum severance payment in the amount of $558,373.00, representing twelve months of Mr. Grimes’ base salary as of the Retirement Date; (ii) a lump sum payment equal to the annual bonus to which Mr. Grimes would be entitled under the Company’s 2022 annual incentive plan but for Mr. Grimes’ retirement; and (iii) certain other immaterial payments dictated by the terms of the Company’s benefit plans or policies.

The Retirement Agreement also provides that, pursuant to the Company’s Second Amended and Restated 2013 Stock Incentive Plan (the “Stock Plan”), (i) as of the Retirement Date, Mr. Grimes’ outstanding, unvested shares of restricted stock of the Company will vest and become exercisable, and (ii) Performance Shares (as defined in the Stock Plan) earned under the Stock Plan will be calculated at the end of the applicable Performance Period (as defined in the Stock Plan), and a pro-rata portion of such Performance Shares (based on the amount of time Mr. Grimes was employed during such Performance Period) will vest and be issued to Mr. Grimes.

Mr. Grimes agreed to waive and release any claims he or his affiliates, successors or assigns may have against the Company and certain related persons and organizations, whether or not arising out of or related to Mr. Grimes’ employment with the Company or the termination thereof.

In connection with the execution of the Retirement Agreement, Mr. Grimes’ relinquishes any and all rights under the existing Change in Control and Termination Agreement. The Retirement Agreement also provides for certain customary mutual covenants regarding confidentiality, non-solicitation and non-disparagement.

The description of the terms of the Retirement Agreement contained in this Item 5.02 is qualified in its entirety by reference to the full text of the Retirement Agreement, a copy of which the Company will file as an exhibit to a subsequent periodic report filed with the U.S. Securities and Exchange Commission.

The Company has not appointed a new principal operating officer.

ITEM 7.01. Regulation FD Disclosure.

On October 19, 2022, the Company issued a press release announcing the retirement of Mr. Grimes. 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 193, 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 MAA or MAALP 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 October 19, 2022
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 thereunto duly authorized.

		MID-AMERICA APARTMENT COMMUNITIES, INC.
Date:	October 19, 2022	/s/Albert M. Campbell, III
		Albert M. Campbell, III
		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:	October 19, 2022	/s/Albert M. Campbell, III
		Albert M. Campbell, III
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

EX-99.1

Exhibit 99.1

 

PRESS RELEASE

MAA Announces Management Changes

Germantown, Tenn., October 19, 2022. MAA (NYSE: MAA) announced today the planned retirement of Thomas L. Grimes, Jr., Executive Vice President and Chief Operating Officer. Mr. Grimes will retire effective December 31, 2022. Mr. Grimes initially joined MAA as part of the company’s manager trainee program and subsequently served in a number of leadership roles, including serving as a member of the executive leadership team for the past 11 years.

In addition to Mr. Grimes’ retirement, the company announced that Amber Fairbanks has been promoted to a new leadership role as Executive Vice President of Property Management. In her new role, Ms. Fairbanks will report to Eric Bolton, Chairman and CEO of MAA. Ms. Fairbanks, previously Senior Vice President, East Division, has served in a variety of roles with the Property Management group at MAA over the past 20 years, including her roles with Colonial Properties Trust, which was acquired by MAA in 2013. Ms. Fairbanks earned a BS in Business Management and Marketing from Coastal Carolina University and earned an MBA in Business Administration from The Citadel. She previously sat on the Board of Directors for the Charleston, SC Apartment Association.

Tim Argo, Executive Vice President & Chief Strategy and Analysis Officer will assume responsibility for MAA’s Asset Management operations. Mr. Argo has served with MAA in a variety of roles over the past 20 years and will continue to report to Mr. Bolton. Mr. Argo graduated from the University of Memphis with a BBA in Accounting and earned an MBA with a concentration in accounting, also from the University of Memphis. Mr. Argo is a licensed Certified Public Accountant in the State of Tennessee.

Commenting on the changes, Eric Bolton, Chairman and CEO said, “We would like to thank Tom for his years of service to MAA. Tom has been a meaningful contributor to the success and growth that MAA has achieved since our IPO in 1994 and we wish him well in his future endeavors.

We are excited for the new responsibilities being assumed by Amber and Tim. We congratulate them on their promotions, which reflect the strength of our leadership bench. Our senior leadership team has extensive industry experience, expertise, and a long tenure with our company, averaging 15 years at MAA. I believe the outlook for MAA is strong. Our portfolio of quality properties, uniquely diversified across the growing Sunbelt markets, supported by a cycle-tested leadership team and sophisticated operating platform, with a strong balance sheet poised to support continued new growth, is well-positioned to drive higher value for the constituents that we serve.”

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 investor.relations@maac.com.

XML

Document And Entity Information	Oct. 19, 2022
Document And Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 19, 2022
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)	MAA*I
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