Behringer Harvard Opportunity REIT I,Inc. (OTCMKTS:BHOR) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
Articles of Amendment
On February21, 2017, Behringer Harvard Opportunity REIT I,Inc.
(the Company) filed Articles of Amendment with the Maryland State
Department of Assessments and Taxation (the SDAT). The Articles
of Amendment became effective upon filing with the SDAT.
The Articles of Amendment were approved by the Companys
stockholders at its annual meeting of stockholders originally
scheduled for January23, 2017 and as adjourned to January30, 2017
and February17, 2017 (the Annual Meeting). The Articles of
Amendment amend the Companys charter to (a)exclude the
distribution of interests in a liquidating trust from the
definition of a roll-up transaction (the Roll-up Definition
Amendment), (b)eliminate the requirement to distribute a specific
report with audited financial statements, related-party and other
information to stockholders each year that had previously been
required by state securities administrators in connection with
the Companys initial public offering or that related to such
required provisions (the Reporting Amendment), and (c) remove the
quorum requirement (the Quorum Amendment and collectively with
the Roll-up Definition Amendment and the Reporting Amendment, the
Charter Amendments). The Charter Amendments are discussed in
detail in the Companys definitive proxy statement dated
November10, 2016 and filed with the Securities and Exchange
Commission on November2, 2016 (the Proxy Statement).
A copy of the Articles of Amendment is attached as Exhibit3.1 to
this Current Report on Form8-K and is incorporated by reference.
Second Amendment and Restatement of the Bylaws
In connection with approving and authorizing the Quorum Amendment
to be submitted to the Companys stockholders at the Annual
Meeting, the Companys Board of Directors approved the Second
Amended and Restated Bylaws (the Bylaws) effective immediately
upon filing the Articles of Amendment with the SDAT. The Bylaws
were amended and restated in order to reduce the quorum required
for stockholder meetings. As amended, the Bylaws provide that a
quorum is one-third of all the votes entitled to be cast at a
stockholder meeting instead of the 50% previously provided.
A copy of the Second Amended and Restated Bylaws is attached as
Exhibit3.2 to this Current Report on Form8-K and is incorporated
by reference.
Item 5.07. Submission of Matters to a
Vote of Security Holders.
On February17, 2017, the Company reconvened its Annual Meeting.
As of October27, 2016, the record date for the Annual Meeting,
there were 56,500,472 shares of the Companys common stock
outstanding and entitled to vote.
At the reconvened Annual Meeting, the Companys stockholders
approved a proposal to amend the Companys Charter to eliminate
the requirement to distribute a specific report with audited
financial statements, related-party and other information to
stockholders each year. The proposal is discussed in detail in
the Proxy Statement. The following are the voting results:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
|
28,617,153 |
4,579,415 |
1,884,820 |
4,359,828 |
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
|
3.1 |
Articles of Amendment of the Company. |
|
3.2 |
Second Amended and Restated Bylaws of the Company. |
Behringer Harvard Opportunity REIT I, Inc. (OTCMKTS:BHOR) Recent Trading Information
Behringer Harvard Opportunity REIT I, Inc. (OTCMKTS:BHOR) closed its last trading session 00.00 at 1.30 with 7,900 shares trading hands.