Washington, D.C. 20549





(Amendment No. 1)






Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 15, 2017




UMH Properties, Inc.

(Exact name of registrant as specified in its charter)




Maryland   001-12690   22-1890929

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

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))


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. [  ]






Explanatory Note


This Form 8-K/A is being filed as an amendment to Current Report on Form 8-K filed on June 15, 2017 (the Original 8-K) by UMH Properties, Inc. (the Company), solely for the purpose of disclosing the determination of the Company’s Board of Directors (the Board) with respect to the frequency of shareholder advisory votes on executive compensation. This Form 8-K/A does not amend or modify the Original 8-K in any other respect.




Item 5.07 Submission of Matters to a Vote of Security Holders


(d) Consistent with both the Board’s recommendation as set forth in Proposal 4 of the Company’s definitive proxy statement for the Company’s annual meeting of shareholders held on June 15, 2017 and the voting results with respect to Proposal 4 as disclosed in the Original Form 8-K, the Board has determined that an advisory vote on the approval of the compensation of the Named Executive Officers will be included in the Company’s proxy materials once every three years until the next required vote on the frequency of shareholder votes on executive compensation.






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.


  UMH Properties, Inc.
Date: September 27, 2017 By: /s/ Anna T. Chew
  Name: Anna T. Chew
  Title: Vice President and
    Chief Financial Officer