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): May 14, 2020


UMH Properties, Inc.
(Exact name of registrant as specified in its charter)


Maryland
001-12690
22-1890929
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

Juniper Business Plaza, Suite 3-C
3499 Route 9 North
Freehold, New Jersey
 
07728
(Address of principal executive offices)
  (Zip Code)

Registrant's telephone number, including area code:   (732) 577-9997

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 (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 exchange on which registered
Common Stock $.10 par value
UMH
New York Stock Exchange
8.0% Series B Cumulative Redeemable Preferred Stock, $.10 par value
UMH PRB
New York Stock Exchange
6.75% Series C Cumulative Redeemable Preferred Stock, $.10 par value
UMH PRC
New York Stock Exchange
6.375% Series D Cumulative Redeemable Preferred Stock, $.10 par value
UMH PRD
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 3.03
Material Modifications to Rights of Security Holders.

Increase in Authorized Shares

On May 14, 2020, UMH Properties, Inc. (the “Company”) filed with the State Department of Assessments and Taxation of the State of Maryland (the “Maryland Department”) an amendment (the “Articles of Amendment”) to the Charter of the Company (the “Charter”) to increase the Company’s authorized shares of common stock, par value $0.10 per share (“Common Stock”), by 20,000,000 shares.  Pursuant to the terms of the Articles of Amendment, the increase in the authorized Common Stock became effective at 10 a.m., Eastern time, on May 15, 2020.  As a result of this amendment, the Company’s total authorized shares were increased from 150,413,800 shares prior to the effective time of the Articles of Amendment (classified as 123,663,800 shares of Common Stock, 4,000,000 shares of 8.0% Series B Cumulative Redeemable Preferred Stock, par value $0.10 per share (“Series B Preferred Stock”), 13,750,000 shares of  6.75% Series C Cumulative Redeemable Preferred Stock, par value $0.10 per share (“Series C Preferred Stock”), 6,000,000 shares of 6.375% Series D Cumulative Redeemable Preferred Stock, par value $0.10 per share (“Series D Preferred Stock”), and 3,000,000 shares of excess stock, par value $0.10 per share (“Excess Stock”)), to 170,413,800 shares after the effective time of the Articles of Amendment (classified as 143,663,800 shares of Common Stock, 4,000,000 shares of Series B Preferred Stock, 13,750,000 shares of Series C Preferred Stock, 6,000,000 shares of Series D Preferred Stock and 3,000,000 shares of Excess Stock).  The foregoing description of the Articles of Amendment is qualified in its entirety by reference to the Articles of Amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and is incorporated by reference herein.

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

The information set forth in Item 3.03 above with respect to the Articles of Amendment is incorporated in this Item 5.03 in its entirety.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits.

3.1
Articles of Amendment.

2
SIGNATURE

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: May 18, 2020
UMH PROPERTIES, INC.
   
 
By:
  /s/ Anna T. Chew
   
Name:
Anna T. Chew
   
Title:
Vice President, Chief Financial Officer and
Treasurer

3
Exhibit Index

3.1


4
Exhibit 3.1

UMH PROPERTIES, INC.

ARTICLES OF AMENDMENT

UMH Properties, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Section 1 of Article V of the charter of the Company (the “Charter”) is hereby amended, as of the Effective Time (as defined below), to increase the total number of shares of capital stock of all classes that the Company has authority to issue to 170,413,800 shares, the number of shares of common stock that the Company is authorized to issue to 143,663,800 shares, and the aggregate par value of all authorized shares of stock having par value to $17,041,380.

SECOND:  The total number of shares of stock that the Company had authority to issue immediately before the foregoing amendment was 150,413,800, classified as 123,663,800 shares of common stock, par value $0.10 per share, 4,000,000 shares of 8.0% Series B Cumulative Redeemable Preferred Stock, par value $0.10 per share, 13,750,000 shares of 6.75% Series C Cumulative Redeemable Preferred Stock, par value $0.10 per share, 6,000,000 shares of 6.375% Series D Cumulative Redeemable Preferred Stock, par value $0.10 per share, and 3,000,000 shares of excess stock, par value $0.10 per share.  The aggregate par value of all authorized shares of stock having par value was $15,041,380.

THIRD:   The total number of shares of stock that the Company has authority to issue after the foregoing amendment is 170,413,800, classified as 143,663,800 shares of common stock, par value $0.10 per share, 4,000,000 shares of 8.0% Series B Preferred Stock, par value $0.10 per share, 13,750,000 shares of 6.75% Series C Preferred Stock, par value $0.10 per share, 6,000,000 shares of 6.375% Series D Preferred Stock, par value $0.10 per share, and 3,000,000 shares of excess stock, par value $0.10 per share.  The aggregate par value of all authorized shares of stock having par value is $17,041,380.

FOURTH:  The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not changed by the foregoing amendment of the Charter.

FIFTH:  The foregoing amendment to the Charter was approved by a majority of the entire Board of Directors of the Corporation as required by law and was limited to a change expressly authorized to be made without any action by the stockholders of the Corporation by the Charter and Section 2-105(a)(13) of the MGCL.

SIXTH:  These Articles of Amendment are effective at 10:00 a.m., Eastern time, on May 15, 2020 (the “Effective Time”).

The undersigned President of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its President and attested to by its Secretary on this 14th day of May, 2020.
 
ATTEST:
UMH PROPERTIES, INC.
   
By: 
/s/ Craig Koster
 
By: 
/s/ Samuel A. Landy  

Craig Koster

Samuel A. Landy

Secretary

President