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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): September 17, 2025
UMH
Properties, Inc.
(Exact
name of registrant as specified in its charter)
| Maryland |
|
001-12690 |
|
22-1890929 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| Juniper
Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, NJ |
|
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, $0.10 par value |
|
UMH |
|
New
York Stock Exchange |
| 6.375%
Series D Cumulative Redeemable Preferred Stock, $0.10 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On September 17, 2025, the Board of Directors of UMH Properties, Inc. (the “Company”) appointed Mr. Todd J. Clark as a Class
I Director to fill a vacancy on the Company’s Board of Directors for the term of Class I expiring in 2028. Mr. Clark has not yet
been appointed to any committees of the Board of Directors.
Mr.
Clark is the Dean of Widener University Delaware Law School. He has written numerous articles on legal issues including employment discrimination
and corporate justice. Mr. Clark has also co-authored a textbook on corporate justice. He regularly teaches courses in various legal
subjects including contracts, employment discrimination and corporate justice. Mr. Clark possesses a juris doctorate from University
of Pittsburgh School of Law, his master’s degree in business administration from West Virginia University School of Business and
Economics and his undergraduate degree in political science from Wittenberg University.
In
connection with his appointment, Mr. Clark will receive the standard compensation payable to directors of the Company, consisting of
an annual cash retainer of $60,500, an annual equity retainer in the form of fully vested Common Shares having a grant date fair value
equal to $75,000 and will be eligible to receive other compensation, including awards under the Company’s 2023 Equity Incentive
Award Plan, as described in the Company’s Proxy Statement dated April 4, 2025 for the Company’s Annual Meeting on May 28,
2025, filed with the Securities and Exchange Commission.
There
were no material arrangements or understandings, or any material plan or contract, between Mr. Clark and any other persons regarding
Mr. Clark’s appointment. There are no family relationships between Mr. Clark and any of the Company’s other directors or
executive officers, and the Company has not entered into any transactions with Mr. Clark that are reportable pursuant to Item 404(a)
of Regulation S-K.
A
copy of the press release announcing the appointment of Mr. Clark as a Class I Director of the Company is attached to this Current Report
on Form 8-K as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
| (d) |
Exhibits. |
| |
|
| 99.1 |
Press release dated September 18, 2022, announcing the appointment of Mr. Clark. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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:
September 18, 2025 |
UMH
PROPERTIES, INC. |
| |
|
| |
By: |
/s/
Anna T. Chew |
| |
Name: |
Anna
T. Chew |
| |
Title: |
Vice
President, Chief Financial Officer and Treasurer |
Exhibit
Index
| 99.1 |
Press release dated September 18, 2025, announcing the appointment of Mr. Clark |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |