Maryland
Maryland
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001-32265
333-181102-01
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76-0753089
56-2473181
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(State or other jurisdiction of
incorporation or organization)
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(Commission
file number) |
(I.R.S. Employer
Identification Number) |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading
Symbol(s) |
Name of each exchange
on which registered |
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Common stock, par value $0.01 per share
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ACC
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New York Stock Exchange
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Item 9.01
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Financial Statements and Exhibits
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(c) |
Exhibits
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99.1 | Second Amendment to Employment Agreement, dated as of August 24, 2021, between American Campus Communities, Inc. and Jennifer Beese | |
99.2 | Sixth Amendment to Employment Agreement, dated as of August 24, 2021, between American Campus Communities, Inc. and William C. Bayless, Jr. | |
104 | Cover page interactive data file (embedded within the Inline XBRL document) |
AMERICAN CAMPUS COMMUNITIES, INC. | ||||
By: |
/s/ Kim K. Voss
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Kim K. Voss | ||||
Executive Vice President, Chief Accounting Officer | ||||
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP
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By: | American Campus Communities Holdings LLC, its general partner | |||
By: | American Campus Communities, Inc., its sole member | |||
By: |
/s/ Kim K. Voss
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Kim K. Voss | ||||
Executive Vice President, Chief Accounting Officer |
Exhibit 99.1
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement (this Amendment), dated as of August 24, 2021, by and between American Campus Communities, Inc. (the Company) and Jennifer Beese (Executive).
WHEREAS, the Company and Executive have entered into an employment agreement dated as of October 16, 2013, as amended (the Employment Agreement); and
WHEREAS, the Company and Executive desire to further amend the Employment Agreement as set forth herein.
NOW, THEREFORE, the Company and Executive agree as follows:
1. Position, Duties and Responsibilities. Section 3(a) of the Employment Agreement is amended to delete Executive Vice President and Chief Operating Officer and replace it with President and Chief Operating Officer. It is currently contemplated that Executive will report to the Chief Executive Officer of the Company.
2. Base Salary. Section 4(a) of the Employment Agreement is amended by deleting $245,000 and replacing it with 550,000.
3. Capitalized Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Employment Agreement.
4. 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.
5. 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/ William C. Bayless, Jr. |
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William C. Bayless, Jr. | ||
Chief Executive Officer | ||
/s/ Jennifer Beese |
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Jennifer Beese |
2
Exhibit 99.2
SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT
This Sixth Amendment to Employment Agreement (this Amendment), dated as of August 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);
WHEREAS, pursuant to the Fifth Amendment to the Employment Agreement, dated as of February 24, 2021 (the Fifth Amendment), Executive was to become both Chief Executive Officer and President of the Company effective as of August 24, 2021; and
WHEREAS, the Company and Executive desire to terminate the Fifth Amendment such that Executive shall continue to be Chief Executive Officer but will not become President.
NOW, THEREFORE, the Company and Executive agree as follows:
1. Termination of Fifth Amendment. The Fifth Amendment is terminated and as of no force or effect, and Executive shall continue to serve as Chief Executive Officer of the Company pursuant to the terms of the Employment Agreement.
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 |
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Daniel B. Perry | ||
Executive Vice President and Chief Financial Officer | ||
/s/ William C. Bayless, Jr. |
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William C. Bayless, Jr. |
2