アルマダホフラープロパティーズの適時開示・その他

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): February 26, 2025

ARMADA HOFFLER PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-35908

46-1214914

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

222 Central Park Avenue

Suite 2100

Virginia Beach

Virginia

23462

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (757) 366-4000

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:

☐ 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 each exchange on which registered

Common Stock, $0.01 par value per share

AHH

New York Stock Exchange

6.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share

AHHPrA

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Jennifer R. Boykin to the Board of Directors

On February 26, 2025, the Board of Directors (the “Board”) of Armada Hoffler Properties, Inc. (the “Company”) increased the size of the Board from 10 directors to 11 directors and appointed Jennifer R. Boykin as an independent director, effective March 1, 2025, to fill the vacancy created by the increase in the number of directors. Ms. Boykin will serve until the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”) or until her successor is duly elected and qualifies.

The Board affirmatively determined that Ms. Boykin is an independent director within the meaning of the New York Stock Exchange listing standards. Ms. Boykin has not been named to any Board committees at this time.

Ms. Boykin, age 60, is the Executive Vice President, Special Projects for Huntington Ingalls Industries, Inc. (“HII”), a defense provider focused on ship-building and technology, a position she has held since January 2025. Before that, she served in other positions with HII, including as President of HII’s Newport News Shipbuilding division from July 2017 to December 2024. Prior to that, Ms Boykin served in positions of increasing responsibility within Newport News Shipbuilding, including Vice President of Engineering and Design and Vice President of Quality and Process Excellence. She is a member of the Board of Trustees of the Mariners’ Museum and Park and in 2019, she was appointed by the president to serve on the U.S. Merchant Marine Academy’s Board of Visitors. Ms. Boykin received a B.S. in marine engineering from the U.S. Merchant Marine Academy, and an M.S. in engineering management from the George Washington University.

Ms. Boykin’s compensation as a director will be consistent with the compensation policies applicable to the Company’s other non-employee directors. Ms. Boykin also is expected to enter into an indemnification agreement with the Company substantially in the form attached as Exhibit 10.4 to the Company's Annual Report on Form 10‑K, filed on February 27, 2025.

There were no arrangements or understandings between Ms. Boykin and any other persons pursuant to which Ms. Boykin was selected as a director. Neither Ms. Boykin nor any member of her immediate family has or had a direct or indirect interest in any transaction in which the Company or any of its subsidiaries is or was a participant that would be required to be disclosed under Item 404(a) of Regulation S-K.

Retirement of A. Russell Kirk as a Member of the Board of Directors

On February 26, 2025, A. Russell Kirk informed the Board of his decision not to stand for re-election as a member of the Board at the 2025 Annual Meeting. Mr. Kirk’s retirement, which will be effective as of the date of the 2025 Annual Meeting, is not the result of any disagreements with the Company on any matter relating to the Company’s operations, policies or practices. In connection with Mr. Kirk’s decision to not stand for re-election to the Board, on February 26, 2025, the Board approved an automatic reduction of the size of the Board to nine directors upon Mr. Kirk’s retirement from the Board and the expiration of Eva S. Hardy’s term as a director, as discussed further in Item 8.01 of this Current Report on Form 8-K, at the Company’s 2025 Annual Meeting.

Item 7.01 Regulation FD Disclosure.

On March 3, 2025, the Company issued a press release announcing the appointment of Ms. Boykin to the Board. A copy of the press release is attached hereto as Exhibit 99.1 to this report and is incorporated in this Item 7.01 by reference.

The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 8.01 Other Events.

Subsequent to the Company’s 2024 annual meeting of stockholders, Eva S. Hardy reached the age of 80, and, therefore, pursuant to the Company’s Corporate Governance Guidelines, Ms. Hardy may not stand for re-election to the Board at the 2025 Annual Meeting. Ms. Hardy will continue to serve as a director until the 2025 Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
99.1						Press Re lease, dated March 3 , 2025.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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.


	ARMADA HOFFLER PROPERTIES, INC.

Date: March 3, 2025	By:	/s/ Matthew Barnes-Smith
		Matthew Barnes-Smith
		Chief Financial Officer, Treasurer, and Corporate Secretary

EX-99.1 2 ex991pressreleasedatedma.htm EX-99.1 ex991pressreleasedatedma

PRESS RELEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ARMADA HOFFLER ANNOUNCES APPOINTMENT OF JENNIFER BOYKIN TO THE COMPANY’S BOARD OF DIRECTORS Boykin’s leadership and diverse experience bring invaluable insights to the Company VIRGINIA BEACH, Va., March 3, 2025 -- Armada Hoffler (NYSE: AHH) announced that Jennifer Boykin has been appointed to the Company’s Board of Directors “We are excited to welcome Mrs. Boykin to our Board of Directors,” said Shawn Tibbetts, Chief Executive Officer and President of Armada Hoffler. “Her extensive leadership experience and strategic vision will significantly enhance our Board's ability to navigate the ever-evolving landscape of our industry. We look forward to benefiting from her insights as we continue to execute on our long-term goals and drive sustainable growth for the Company.” Boykin’s transformational leadership has spanned decades, serving as the Executive Vice President of Huntington Ingalls Industries, Inc. and President of Newport News Shipbuilding (HII-NNS), the largest business division within the company. Under her leadership, Newport News Shipbuilding underwent a significant digital shipbuilding transformation with the adoption of digital shipbuilding tools replacing traditional drawings. She also led the first 2-ship aircraft carrier contract in 30 years. Over the course of her career, Boykin has driven enhanced business performance through leadership development and continuous improvement. She was the construction manager during the building of USS John C. Stennis and USS Harry S. Truman aircraft carriers. She led the companies Facilities and Waterfront Support division and served as Vice President of Engineering and Vice President of Quality Assurance and Process Excellence before taking the helm in 2017. A recognized advocate for STEM education and workforce development, Boykin has served on several influential boards, including the Virginia Business Council, the Commonwealth of Virginia’s Growth and Opportunity Board, and the Women’s Initiative Network Board at Old Dominion University. Boykin holds a B.S. in marine engineering from the U.S. Merchant Marine Academy at Kings Point, NY, where she was appointed by the President of the United States to serve on the Board of Visitors in 2019. She also earned an M.S. in engineering management from The George Washington University School of Engineering. Boykin has received numerous accolades, including the 2021 Kings Pointer of the Year and the 2023 Jack Flannigan Award from the Marine Machinery Association. ### Exhibit 99.1

Page 2 of 2 About Armada Hoffler Armada Hoffler (NYSE: AHH) is a vertically integrated, self-managed real estate investment trust (“REIT”) with over four decades of experience developing, building, acquiring, and managing high-quality office, retail, and multifamily properties located primarily in the Mid- Atlantic and Southeastern United States. We also provide general construction and development services to third-party clients, in addition to developing and building properties to be placed in our stabilized portfolio. Founded in 1979 by Daniel A. Hoffler, Armada Hoffler has elected to be taxed as a REIT for U.S. federal income tax purposes. For more information visit ArmadaHoffler.com. Contact: Chelsea Forrest Armada Hoffler Vice President of Corporate Communications and Investor Relations Email: CForrest@ArmadaHoffler.com Phone: (757) 612-4248