REXFORD INDUSTRIAL REALTY, INC. (NYSE:REXR) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 9.01 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On April 30, 2018, the board of directors adopted and approved the Company’s Third Amended and Restated Bylaws in order to replace Article XV of the existing bylaws in its entirety with a revised Article XV, which now permits stockholders to amend the Company’s bylaws by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company to a proposal submitted by a stockholder, or group of up to five stockholders, owning three percent or more of the Company’s outstanding common stock continuously for at least one year (the “Ownership Threshold”). A stockholder proposal submitted under the amended Article XV may not (i) alter, amend or repeal Article XII, which provides for indemnification of directors and officers of the Company, (ii) alter, amend, or repeal Article XV or (iii) adopt, alter, amend or repeal any provision of the bylaws in a manner that would be inconsistent with Article XII or Article XV, in each case, without the approval of the board of directors.
The board of directors believes the Ownership Threshold broadly enables stockholders who hold a meaningful stake in the Company for more than a brief period of time to propose binding amendments to the bylaws. In that regard, the board of directors considered that, based on the most recently available public filings made by stockholders, as of April 16, 2018 approximately 56% of the Company’s outstanding shares of common stock are owned by stockholders that each own at least three percent or more of the Company’s outstanding shares of common stock.
The foregoing description is qualified in its entirety by reference to a copy of the Third Amended and Restated Bylaws filed as Exhibit 3.1 to this Form 8-K, which is incorporated by reference herein.
Item 9.01FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits.
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Exhibit Number |
Description |
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3.1 |
Third Amended and Restated Bylaws of Rexford Industrial Realty, Inc., adopted April 30, 2018 |
Rexford Industrial Realty, Inc. ExhibitEX-3.1 2 ex31thirdamendedandrestate.htm EXHIBIT 3.1 Exhibit Exhibit 3.1 REXFORD INDUSTRIAL REALTY,…To view the full exhibit click here
About REXFORD INDUSTRIAL REALTY, INC. (NYSE:REXR)
Rexford Industrial Realty, Inc. is a self-administered and self-managed full-service real estate investment trust (REIT). The Company is focused on owning, operating and acquiring industrial properties in Southern California infill markets. The Company’s consolidated portfolio consisted of approximately 119 properties with over 12.0 million rentable square feet. The Company also owns interest in a joint venture (the JV) that indirectly owns one property with approximately 0.5 million square feet, which it also manages. The Company manages an additional 19 properties with approximately 1.2 million rentable square feet. The Company’s properties are concentrated in various industries, such as wholesale and retail, light manufacturing, industrial equipment and components, warehousing and storage, food and beverage, business services, construction, automotive, paper and printing, pharmaceuticals and healthcare.