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Form 8-K SUN COMMUNITIES INC For: Jul 22

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July 22, 2015 4:59 PM EDT


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: July 20, 2015
(Date of earliest event reported)

SUN COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)

Maryland
 
1-12616
 
38-2730780
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

27777 Franklin Rd.
 
 
Suite 200
 
 
Southfield, Michigan
 
48034
(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:

[ ] 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))







Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Sun Communities, Inc. (the "Company”) held its Annual Meeting of Stockholders on July 20, 2015 (the “Annual Meeting”). At the Annual Meeting the Company's stockholders approved Articles of Amendment (the “Charter Amendment”) to our Amended and Restated Articles of Incorporation, as amended and supplemented (the “Charter”), under which the number of authorized shares of our common stock, $0.01 par value per share, was increased from 90,000,000 to 180,000,000 and the number of authorized shares of our preferred stock, $0.01 par value per share, was increased from 10,000,000 to 20,000,000.

On July 22, 2015, the Company filed the Charter Amendment with the State Department of Assessments and Taxation of Maryland. The Charter Amendment was adopted by our board of directors and was approved by stockholders at the Annual Meeting. The Charter Amendment deletes Article V, Section 1 of the articles of incorporation and replaces it with the following:
    
“Section 1. Authorized Shares. The total number of shares of stock which the Corporation has authority to issue is 200,000,000 shares, of which 180,000,000 shares are shares of Common Stock, $0.01 par value per share ("Common Stock”), and 20,000,000 shares are shares of Preferred Stock, $0.01 par value per share ("Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $2,000,000.”

The Charter Amendment was described more fully in the text of Proposal No. 5 in the Company's proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2015.  The proxy statement also included a copy of the Charter Amendment in Appendix B. A copy of the Articles of Amendment, effective July 22, 2015, reflecting the Charter Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07
Submission of Matters to a Vote of Security Holders

The votes cast with respect to each item of business properly presented at the Annual Meeting held on July 20, 2015 are as follows:

(a) Proposal 1 - Election of Directors

Stockholders elected ten directors to serve until the 2016 Annual Meeting of Stockholders (or until their successors shall have been duly elected and qualified), as follows:

Nominee
Votes For
Votes Against
Abstentions
Broker Non-Votes
Stephanie W. Bergeron
42,502,371
82,550
29,561
3,132,933
James R. Goldman
42,507,186
77,659
29,637
3,132,933
Brian M. Hermelin
42,495,620
89,545
29,317
3,132,933
Ronald A. Klein
39,296,455
3,288,375
29,652
3,132,933
Paul D. Lapides
41,704,797
879,585
30,100
3,132,933
Clunet R. Lewis
42,444,766
139,965
29,751
3,132,933
Ronald L. Piasecki
42,437,646
146,580
30,256
3,132,933
Randall K. Rowe
42,509,681
74,863
29,938
3,132,933
Gary A. Shiffman
41,390,468
576,205
647,809
3,132,933
Arthur A. Weiss
40,796,058
1,788,469
29,955
3,132,933

(b) Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm

Stockholders ratified the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015, as follows:

Votes For
Votes Against
Abstentions
45,633,980
81,326
32,109
 




(c) Proposal 3 - Non-binding Advisory Vote on Executive Compensation:

Stockholders approved the non-binding advisory vote on executive compensation, as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
41,284,702
1,270,916
58,864
3,132,933

(d) Proposal 4 - Approval of our 2015 Equity Incentive Plan:

Stockholders approved the 2015 Equity Incentive Plan, as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
41,621,902
942,217
50,363
3,132,933

(e) Proposal 5 - Approval of an amendment to our articles of incorporation

Stockholders approved the Charter Amendment to increase the number of authorized shares of our common stock, $0.01 par value per share, from 90,000,000 to 180,000,000 and to increase the number of authorized shares of our preferred stock, $0.01 par value per share, from 10,000,000 to 20,000,000, as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
41,178,664
1,399,127
36,691
3,132,933

Item 9.01
Financial Statements and Exhibits

(d)
Exhibits
3.1
Articles of Amendment dated July 22, 2015





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: July 22, 2015
 
By:
/s/ Karen J. Dearing
 
 
 
Karen J. Dearing, Executive Vice President,
Chief Financial Officer, Secretary and Treasurer

EXHIBIT INDEX

Exhibit No.
Description
Method of Filing
3.1
Articles of Amendment dated July 22, 2015
Filed herewith





Exhibit 3.1
SUN COMMUNITIES, INC.
ARTICLES OF AMENDMENT

Sun Communities, Inc., a Maryland corporation (the “Corporation”), having its principal office in the State of Maryland in Baltimore, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland (which is hereinafter referred to as the “SDAT”), that:
 
FIRST:  The charter of the Corporation is hereby amended by increasing the number of authorized shares of common stock from 90,000,000 to 180,000,000, and by increasing the number of authorized shares of preferred stock from 10,000,000 to 20,000,000, and from and after the acceptance of these Articles of Amendment by the SDAT, Article V, Section 1 of the charter is deleted in its entirety and replaced with the following:
 
“Section 1. Authorized Shares. The total number of shares of stock which the Corporation has authority to issue is 200,000,000 shares, of which 180,000,000 shares are shares of Common Stock, $0.01 par value per share (“Common Stock”), and 20,000,000 shares are shares of Preferred Stock, $0.01 par value per share ("Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $2,000,000.” 

SECOND:  The Board of Directors of the Corporation, pursuant to and in accordance with the charter and Bylaws of the Corporation and the Maryland General Corporation Law (the “MGCL”), duly advised the foregoing amendments and the stockholders of the Corporation entitled to vote on the foregoing amendment, pursuant to and in accordance with the charter and bylaws of the Corporation and the MGCL, duly approved the foregoing amendment.

THIRD: (a)     As of immediately before the foregoing amendment to the Corporation’s charter, the total number of shares of capital stock of all classes that the Corporation has authority to issue is 100,000,000 shares, consisting of 90,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share.

(b)        As of immediately following the foregoing amendment to the Corporation’s charter, the total number of shares of capital stock of all classes that the Corporation has authority to issue is 200,000,000 shares, consisting of 180,000,000 shares of common stock, par value $0.01 per share, and  20,000,000 shares of preferred stock, par value $0.01 per share.
       
(c)        The aggregate par value of all authorized shares having a par value is $1,000,000.00 as of immediately before the foregoing amendment and $2,000,000 as of immediately following the foregoing amendment.

(d)         The shares of the Corporation’s capital stock are divided into classes, but the descriptions of each class of the Corporation’s capital stock are not changed by the foregoing amendment.

FOURTH: The undersigned Chief Executive Officer acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts set forth herein which are required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, such matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

[signature page attached]





IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary as of July 22, 2015.


SUN COMMUNITIES, INC.


By: /s/ Gary A. Shiffman    
Gary A. Shiffman, Chief Executive Officer

ATTEST:

/s/ Karen J. Dearing    
Karen J. Dearing, Secretary




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