Consolidated-Tomoka Land Co. (NYSEMKT:CTO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03.
Consolidated-Tomoka Land Co. (NYSEMKT:CTO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 12, 2020, the Board of Directors (the “Board”) of Consolidated-Tomoka Land Co. (the “Company”), acting upon the recommendation of its Governance Committee, approved and adopted the Second Amended and Restated Bylaws of the Company (the “Bylaws”). The amendment removes, in its entirety, Section 2.9 of Article II which set forth the mandatory retirement age for directors. The Board concurrently modified the Company’s Corporate Governance Principles to include a provision pertaining to the mandatory retirement age for directors (the “Mandatory Retirement Provision”) which Mandatory Retirement Provision may be waived by a majority vote of the Board. This revision to Company’s mandatory retirement policy allows the Board to exercise discretion in determining whether to retain the services of directors who, notwithstanding having attained the age of 75, continue to provide an increasing contribution to the Board of Directors as a whole and assist in the Board’s efforts to maximize shareholder value.
The foregoing is a summary of the change to the Bylaws. A copy of the Bylaws is included as Exhibit 3.1 to this Form 8-K and is incorporated into this Item 5.03 by reference. The Corporate Governance Principles have been posted on the Corporate Governance section of the Company’s website at http://ir.ctlc.com/govdocs.*
* References to the Company’s website in this Current Report on Form 8-K is not intended to function as a hyperlink and the information contained on our website is not intended to be incorporated into this Current Report on Form 8-K.
Item 9.01Financial Statements and Exhibits.
2
CONSOLIDATED TOMOKA LAND CO Exhibit
EX-3.1 2 ex-3d1.htm EX-3.1 cto_Ex3_1 Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF CONSOLIDATED-TOMOKA LAND CO. ARTICLE I SHAREHOLDERS Section 1.1. Annual Meetings. An annual meeting of shareholders of Consolidated-Tomoka Land Co. (the “corporation”) shall be held for the election of directors and for the transaction of such other business as may be properly brought before the meeting at such date,…
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About Consolidated-Tomoka Land Co. (NYSEMKT:CTO)
Consolidated-Tomoka Land Co. is a real estate operating company. The Company owns and manages over 40 commercial real estate properties in approximately 10 states in the United States. The Company’s segments include Income Properties, Commercial Loan Investments, Real Estate Operations, Golf Operations, and Agriculture and Other. The Company also leases property for over 20 billboards; has agricultural operations that are managed by a third-party, which consists of leasing land for hay and sod production, timber harvesting and hunting leases, and owns and manages subsurface interests. The Company owns approximately 30 single-tenant and over eight multi-tenant properties with approximately 1,700,000 square feet of gross leasable space. It has over four commercial loan investments, including a fixed-rate mezzanine commercial mortgage loan, a fixed-rate first mortgage, a variable-rate B-Note, a variable-rate mezzanine commercial mortgage loan and a variable-rate first mortgage loan.
