Effective May 30, 2019, the Board of Trustees (the \”Board\”) of EPR Properties (the \”Company\”) increased the size of the Board from eight to nine members and elected Virginia E. Shanks as an independent trustee to fill the vacancy resulting from the increase in the size of the Board. Ms. Shanks will serve until the 2020 annual meeting of shareholders and until her successor is duly elected and qualified or until her earlier death, resignation or removal. The Board also appointed Ms. Shanks to serve as a member of the Audit Committee and Compensation and Human Capital Committee.

There is no arrangement or understanding between Ms. Shanks and any other person to which Ms. Shanks was selected to serve as a trustee of the Company. The Company is not aware of any transactions involving Ms. Shanks that are reportable under Item 404(a) of Regulation S-K.

Ms. Shanks will be eligible to receive compensation for her services as a trustee in accordance with the Company\’s standard arrangements for non-employee trustees of the Company, which arrangements are described under the heading \”Trustee Compensation\” in the Company\’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 18, 2019. The Company will also enter into an Indemnification Agreement with Ms. Shanks in the same form that the Company has entered into with its other trustees and certain of its officers. The Indemnification Agreement provides for procedures for indemnification by the Company to the fullest extent permitted by law and advancements by the Company of certain expenses and costs relating to claims, suits or proceedings arising from Ms. Shanks\’ services as a trustee of the Company.

The foregoing description of the Indemnification Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the form of Indemnification Agreement, which is incorporated by reference herein as Exhibit 10.1.

On May 30, 2019, the Company\’s Board adopted an amendment to Article IV, Section 3 of the Company\’s Amended and Restated Bylaws (the \”Bylaws\”), effective immediately upon adoption, to increase the number of members of a committee of the Board required to constitute a quorum of the committee from one-third of the members appointed to such committee to a majority of such members.

The foregoing description of the amendment to the Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, reference to the amendment to the Bylaws, which is attached hereto as Exhibit 3.1, and is incorporated herein by reference. A copy of the Bylaws, as amended through May 30, 2019, is attached hereto as Exhibit 3.2, and is incorporated herein by reference.

At the Company\’s 2019 Annual Meeting of Shareholders held on May 30, 2019, the matters voted upon and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to such matters, were as stated below:

Proposal No. 1

The following nominees for trustees were elected to serve one-year terms expiring in 2020:

Proposal No. 2

The shareholders approved the compensation of the Company\’s named executive officers as presented in the Company\’s proxy statement on a non-binding, advisory basis:

Proposal No. 3

The shareholders approved the ratification of KPMG LLP as the Company\’s independent registered public accounting firm for 2019:

Item 7.01. Regulation FD Disclosure.

On May 30, 2019, the Company issued a press release announcing the election of Ms. Shanks to the Board as described above. The Company\’s press release is attached as Exhibit 99.1 hereto and is incorporated by reference in this Item 7.01.

The information set forth in this Item 7.01, including Exhibit 99.1, is being \”furnished\” and shall not be deemed \”filed\” for purposes of, or otherwise subject to, liabilities under Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into the Company\’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.

EPR PROPERTIES Exhibit
EX-3.1 2 exhibit315302019.htm EXHIBIT 3.1 Exhibit Exhibit 3.1Amendment to Amended and Restated Bylaws of EPR PropertiesArticle IV,…
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About EPR Properties (NYSE:EPR)

EPR Properties (EPR) is a self-administered real estate investment trust (REIT). The Company’s investment portfolio includes entertainment, education and recreation properties. The Company operates in four segments: Entertainment, Education, Recreation and Other. The Company’s Entertainment segment consists of investments in megaplex theatres, entertainment retail centers, family entertainment centers and other retail parcels. The Company’s Education segment consists of investments in public charter schools, early education centers and K-12 private schools. The Company’s Recreation segment consists of investments in metro ski parks, resorts, waterparks and golf entertainment complexes. The Company’s other segment consists of construction in progress and land held for development of the casino, golf course, entertainment village and infrastructure related to the Adelaar casino and resort project in Sullivan County, New York.