Global Medical REIT Inc. (NYSE:GMRE) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03
At a meeting of the Board of Directors (the “Board”) of Global Medical REIT Inc., a Maryland corporation (the “Company”), held on December 14, 2017, the Board approved and adopted effective as of such date the Second Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), amending Section 7 of Article II to provide for majority voting in uncontested elections of directors.
A director nominee may now be elected only upon the affirmative vote of a majority of the total votes cast, which means that the number of votes cast “for” a director’s election must exceed the number of votes cast “against” that director’s election in order for the director to be elected. Votes cast do not include abstentions or shares as to which a stockholder gives no authority or discretion, including “broker non-votes.” Prior to the adoption of the Amended and Restated Bylaws, members of the Board were elected by a plurality of votes cast, whether or not the election was contested. The Amended and Restated Bylaws will retain plurality voting for contested director elections.
to the Company’s Corporate Governance Guidelines, which were also amended to include a director resignation provision, incumbent directors who fail to receive a majority of the votes cast are required to promptly tender a letter of resignation to the Board, and the Nominating and Corporate Governance Committee of the Board will make a recommendation to the Board on whether to accept or reject the resignation, or whether any other action should be taken. Taking into account the recommendation of the Nominating and Corporate Governance Committee, the Board will determine whether to accept or reject any such resignation, or what other action should be taken within 90 days from the date of the certification of the election results, and the Company will report such decision in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission.
The foregoing descriptions of the Amended and Restated Bylaws and the amended Corporate Governance Guidelines do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated Bylaws, attached hereto as Exhibit 3.2(i) and incorporated by reference herein, and the full text of the Company’s amended Corporate Governance Guidelines, which are posted in the Investor Relations section of the Company’s website at www.globalmedicalreit.com.
On December 15, 2017, the Company announced the declaration of:
| · | a cash dividend for the fourth quarter of 2017 of $0.20 per share of common stock to stockholders of record as of December 26, 2017, to be paid on January 10, 2018; and |
| · | a cash dividend of $0.46875 per share to holders of its Series A Cumulative Redeemable Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), of record as of January 15, 2018, to be paid on January 31, 2018. This dividend represents the Company’s quarterly dividend on its Series A Preferred Stock for the period from October 31, 2017 through January 30, 2018. |
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Global Medical REIT Inc. ExhibitEX-3.2(I) 2 tv481381_ex3-2i.htm EXHIBIT 3.2(I) Exhibit 3.2(i) GLOBAL MEDICAL REIT INC. SECOND AMENDED AND RESTATED BYLAWS Adopted as of December 14,…To view the full exhibit click here
About Global Medical REIT Inc. (NYSE:GMRE)
Global Medical REIT Inc. focuses on operating as a real estate investment trust. The Company is engaged primarily in the acquisition and leasing of licensed purpose-built healthcare facilities in certain markets with various clinical operators. The Company seeks to invest in these purpose-built, specialized facilities, such as surgery centers, specialty hospitals and outpatient treatment centers. Its tenant-operators are physician group tenant-operators, community hospital tenant-operators and corporate medical treatment chain operators. Its properties include a six building, 52,266 square foot medical clinic portfolio in Tennessee; a combined approximately 27,190 square foot surgery center and medical office building located in West Mifflin, Pennsylvania; an approximately 8,840 square foot medical office building known as the Orthopedic Surgery Center, located in Asheville, North Carolina, and a 56-bed long term acute care hospital located at 1870 South 75th Street, Omaha, Nebraska.