UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of certain Officers; Compensatory Arrangement of Certain Officers.
(d) Election of Directors. On March 21, 2023, the Board of Directors (the “Board”) of Mid-America Apartment Communities, Inc. (the “Company”), upon the recommendation of the Board's Nominating and Corporate Governance Committee, appointed Deborah H. Caplan as a member of the Board, effective immediately with a term expiring at the Company’s 2023 Annual Meeting of Shareholders. In addition, the Board appointed Ms. Caplan to the Compensation Committee.
Ms. Caplan has served as Executive Vice President of Human Resources and Corporate Services for NextEra Energy, Inc. since 2013. Ms. Caplan initially joined NextEra Energy, Inc. as Vice President of Integrated Supply Chain through Florida Power & Light Company, a subsidiary of NextEra Energy, Inc., and then served as Vice President and Chief Operating Officer of Florida Power & Light Company from 2011 to 2013. Prior to joining NextEra Energy, Inc., Ms. Caplan served as the Senior Vice President of Global Operations for Vendor Financial Services for GE Capital at General Electric Company, previously serving in various leadership roles for GE Aircraft Engines in Manufacturing and New Product Development. Ms. Caplan served on the Board of Directors of Terminix Global Holdings (NYSE: TMX), where she served as the Chairman of the Compensation Committee, from 2019 until October 12, 2022, when Terminix Global Holdings merged with Rentokil Initial plc. Ms. Caplan holds a Bachelors of Science in Aerospace Engineering from the University of Michigan, a Masters of Science in Manufacturing Engineering from Boston University and is a certified Six Sigma Master Black Belt.
Ms. Caplan is an independent director as defined under the listing standards of the New York Stock Exchange. There are no arrangements or understandings between Ms. Caplan and any other persons pursuant to which she was selected as a director of the Company. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Ms. Caplan and the Company or Mid-America Apartments, L.P., the Company’s operating partnership.
In consideration for her service to the Company, Ms. Caplan will receive compensation consistent with that received by the Company's other non-employee directors as disclosed in the Company's definitive proxy statement, filed with the Securities and Exchange Commission on April 4, 2022, in connection with the Company's 2022 Annual Meeting of Shareholders.
The Company has also entered into its standard form of indemnification agreement with Ms. Caplan (the “Indemnification Agreement”), effective as of March 21, 2023. The Indemnification Agreement provides, among other things, that the Company will indemnify Ms. Caplan, under the circumstances and to the extent provided for therein, for certain expenses incurred by her in any action or proceeding arising out of her service as a director of the Company, any subsidiary of the Company or any other company or enterprise to which she provides services at the Company’s request.
The foregoing description of the Indemnification Agreement is a summary and is qualified in its entirety by the full text of the Indemnification Agreement, the form of which was previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 2016 and is incorporated herein by reference as Exhibit 10.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
The Company announced the appointment of Ms. Caplan in a press release on March 21, 2023. A copy of the press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed pursuant to Item 9.01:
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10.1 |
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99.1* |
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104 |
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Cover Page Interactive Data File (formatted in Inline eXtensible Business Reporting Language) |
*furnished herewith.
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.
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MID-AMERICA APARTMENT COMMUNITIES, INC. |
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Date: |
March 21, 2023 |
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By: /s/Albert M. Campbell, III |
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Albert M. Campbell, III |
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Executive Vice President and Chief Financial Officer |
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(Principal Financial Officer) |
Exhibit 99.1
MAA Announces Appointment of Deborah H. Caplan to Board of Directors
GERMANTOWN, Tenn., March 21, 2023 /PRNewswire/ -- Mid-America Apartment Communities, Inc., ("MAA") (NYSE: MAA) today announced the appointment of Deborah H. Caplan to the Board of Directors effective March 21, 2023. She will serve as an independent director until the 2023 Annual Meeting of Shareholders. The appointment fills the vacant seat following a previous director’s departure to pursue other opportunities on December 31, 2022, and maintains the size of the Board of Directors at twelve. Ms. Caplan was also appointed to the Compensation Committee.
Claude B. Nielsen, Chairman of the Nominating and Corporate Governance Committee stated that “As part of our ongoing succession planning, we initiated conversations with Deb in October 2022 regarding potential service on the MAA board. She was then formally appointed to the board in March 2023. She brings a myriad of valuable expertise to strengthen and broaden our board’s oversight responsibilities, particularly related to all areas of human capital and workforce initiatives, real estate transactions, strategy and crisis management. We are pleased to be presenting her as a director nominee for shareholder approval at our annual shareholder meeting.”
Ms. Caplan has served as Executive Vice President of Human Resources and Corporate Services, (which includes corporate real estate), for NextEra Energy, Inc., a leading clean energy company, since 2013. Ms. Caplan initially joined NextEra Energy, Inc. as Vice President of Integrated Supply Chain through Florida Power & Light Company, a subsidiary of NextEra Energy, Inc., and then served as Vice President and Chief Operating Officer of Florida Power & Light Company from 2011 to 2013. Prior to joining NextEra Energy, Inc., Ms. Caplan served as the Senior Vice President of Global Operations for Vendor Financial Services for GE Capital at General Electric Company, previously serving in various leadership roles for GE Aircraft Engines in Manufacturing and New Product Development. Ms. Caplan holds a Bachelors of Science in Aerospace Engineering from the University of Michigan, a Masters of Science in Manufacturing Engineering from Boston University and is a certified Six Sigma Master Black Belt.
Commenting on the appointment, H. Eric Bolton, Jr., Chairman of the Board of Directors and Chief Executive Officer, said “Deb’s extensive operational and customer service background, acumen in overseeing geographically-dispersed operations, and service in a highly regulated industry provides her with great insight and ability to manage the challenges and opportunities in the multifamily industry. Further, her leadership at a leading clean energy company, in addition to her culture and human capital expertise adds valuable guidance to our ESG strategy. We are excited to add her breadth of knowledge and diverse perspective to our board as we navigate our evolving industry, execute on our strategy and drive higher value for all of our stakeholders at MAA.”
Ms. Caplan’s public board experience includes her past service on the board of Terminix Global Holdings, where she served as the Chairman of the Compensation Committee. She serves as a member of the National Petroleum Council, an oil and natural gas advisory committee to the U.S. Secretary of Energy, and also serves on numerous other boards and councils including the HR Policy Association and the International Women’s Forum.
About MAA
MAA, an S&P 500 company, is a real estate investment trust (REIT) focused on delivering full-cycle and superior investment performance for shareholders through the ownership, management, acquisition, development and redevelopment of quality apartment communities primarily in the Southeast, Southwest and Mid-Atlantic regions of the United States. As of December 31, 2022, MAA had ownership interest in 101,986 apartment units, including communities currently in development, across 16 states and the District of Columbia. For further details, please visit the MAA website at www.maac.com or contact Investor Relations at investor.relations@maac.com, or via mail at MAA, 6815 Poplar Ave., Suite 500, Germantown, TN 38138, Attn: Investor Relations.
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