SEC Document

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 5, 2016

AMERICAN CAMPUS COMMUNITIES, INC.

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP
(Exact name of Registrant as specified in its Charter)
Maryland
001-32265
76-0753089
Maryland
333-181102-01
53-2473181
(State or other jurisdiction of
incorporation or organization)
(Commission file number)

(I.R.S. Employer
Identification Number)

12700 Hill County Blvd., Suite T-200, Austin, Texas 78738
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (512) 732-1000
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:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.07    Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders of American Campus Communities, Inc. (the "Company") held on May 5, 2016, there were 130,443,384 common shares entitled to be voted; 124,851,296 shares were voted in person or by proxy. The stockholders voted on the following matters at the Annual Meeting:

1.    Election of eight director nominees to hold office for a one-year term;
2.
Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2016; and
3.
On an advisory basis, approval of the executive compensation disclosed in the Proxy Statement.
The results of the stockholder votes are set forth below:
Board of Directors
 
Affirmative
 
Negative
 
Abstentions
William C. Bayless, Jr.
121,185,967
 
435,643
 
42,713
G. Steven Dawson
121,124,065
 
496,315
 
43,943
Cydney C. Donnell
121,124,305
 
496,219
 
43,799
Dennis G. Lopez
120,978,898
 
641,291
 
44,134
Edward Lowenthal
120,701,645
 
917,944
 
44,734
Oliver Luck
121,384,291
 
237,337
 
42,695
C. Patrick Oles, Jr.
121,386,441
 
232,900
 
44,982
Winston W. Walker
120,712,090
 
907,208
 
45,025

There were 3,186,973 broker non-votes with respect to the election of directors.

Independent Registered Public Accounting Firm

Affirmative
 
Negative
 
Abstentions
 
 
124,227,741
 
556,487
 
67,068
 
 
Approval, on an Advisory Basis, of Executive Compensation

Affirmative
 
Negative
 
Abstentions
 
Broker Non-Votes
105,001,340
 
16,032,395
 
630,588
 
3,186,973

The Company's Board of Directors has determined that the Company will conduct advisory votes to approve the compensation of the Company's executive officers on an annual basis. Accordingly, the Company will include an advisory vote on executive compensation in its proxy materials every year until the next stockholder vote on the frequency of such votes is held, which will be no later than the Company's 2017 Annual Meeting of Stockholders.





Item 8.01. Other Events.

The information included in Exhibit 99.1 (the “Tax Exhibit”) to this Current Report on Form 8-K provides a summary of certain material federal income tax considerations relevant to an investment in the securities of the Company or American Campus Communities Operating Partnership LP. The information in the Tax Exhibit supplements the discussion contained under the heading “Federal Income Tax Considerations and Consequences of Your Investment” contained in the prospectus of the Company dated May 21, 2015, as supplemented by the discussion contained under the heading “Supplemental Federal Income Tax Considerations” contained in certain accompanying prospectus supplements filed by the Company under the Securities Act of 1933, as amended, prior to the date of this Current Report on Form 8-K. The Tax Exhibit shall supersede such discussions to the extent they are inconsistent with the Tax Exhibit, and is a supplement to, and is intended to be read together with, such discussions.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit        Description of
Number        Exhibit

99.1        Additional Supplemental Federal Income Tax Considerations







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
AMERICAN CAMPUS COMMUNITIES, INC.
 
 
 
 
 
 
 
 
Date: May 10, 2016
 
By:
/s/ Jonathan A. Graf
 
 
 
 
 
Jonathan A. Graf
 
 
 
 
 
Executive Vice President, Chief Financial Officer, Secretary and Treasurer
 
 
 
 
 
 
 
 
 
 
 
 
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP
 
 
 
 
 
 
 
 
 
 
 
 
By:
American Campus Communities Holdings LLC, its general partner
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
American Campus Communities, Inc., its sole member
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Jonathan A. Graf
 
 
 
 
 
 
 
Jonathan A. Graf
 
 
 
 
 
 
 
Executive Vice President,
Chief Financial Officer, Secretary
and Treasurer





EXHIBIT INDEX

Exhibit        Description of
Number        Exhibit

99.1        Additional Supplemental Federal Income Tax Considerations