HCP, INC. (NYSE:HCP) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Election to Opt Out of Section 3-803 of the Maryland Unsolicited Takeover Act
On July 27, 2017, the Board of Directors (the “Board”) of HCP, Inc. (the “Company”) approved a resolution prohibiting the Company from electing to be subject to Section 3-803 of Subtitle 8 of Title 3 of the Maryland General Corporation Law (“MGCL”), commonly referred to as the “Maryland Unsolicited Takeover Act” or “MUTA.” MUTA contains statutory provisions that allow the Board, without stockholder approval, to elect to classify into three classes with staggered three-year terms. By adopting this resolution, the Board will be prohibited from electing to classify into three classes without first obtaining stockholder approval. In accordance with Sections 3-802(c) and 3-802(d) of the MGCL, on July 31, 2017, the Company filed Articles Supplementary (“Articles Supplementary”) describing the foregoing prohibition with the State Department of Assessments and Taxation of Maryland.
The foregoing summary is qualified in its entirety by reference to the full text of the Articles Supplementary, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Amendment to the Bylaws of the Company
On July 27, 2017, the Board approved Amendment No. 2 (“Amendment No. 2”) to the Fifth Amended and Restated Bylaws of the Company (the “Bylaws”) effective immediately. Amendment No. 2 provides stockholders with the right to amend the Bylaws by the affirmative vote of a majority of all the votes entitled to be cast on the matter, which reduced the required stockholder vote from the prior affirmative vote of two-thirds (2/3) of all the votes entitled to be cast on the matter. The Board will retain the right to amend the Bylaws by the affirmative vote of a majority of the entire Board.
The foregoing summary is qualified in its entirety by reference to the full text of Amendment No. 2, which is attached as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
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No. |
Description |
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3.1 |
Articles Supplementary of HCP, Inc., dated July 31, 2017 |
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3.2 |
Amendment No. 2 to Fifth Amended and Restated Bylaws of HCP, Inc., dated July 27, 2017 |
HCP, INC. ExhibitEX-3.1 2 a31articlessupplementary07.htm EXHIBIT 3.1 Exhibit HCP,…To view the full exhibit click here
About HCP, INC. (NYSE:HCP)
HCP, Inc. (HCP) is a self-administered real estate investment trust (REIT). The Company invests in real estate serving the healthcare industry in the United States. Its portfolio consists of investments in various healthcare segments: senior housing, post-acute/skilled nursing, life science, medical office and hospital. Its portfolio includes owned portfolio, unconsolidated joint ventures, and developments and redevelopments. It has interests in unconsolidated joint ventures representing approximately 30 properties primarily in its senior housing, life science and medical office segments. The Company has interests in approximately 530 senior housing facilities, including over 25 properties owned by its unconsolidated joint ventures. Its senior housing facilities include independent living facilities, assisted living facilities, memory care facilities, care homes and continuing care retirement communities. It has interests in approximately 310 post-acute/skilled nursing facilities.
