Saul Centers, Inc. (NYSE:BFS) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Saul Centers, Inc. (NYSE:BFS) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 22, 2017, the Board of Directors (the “Board”) of Saul Centers, Inc. (the “Company”) approved the Second and Amended and Restated Bylaws of the Company (the “New Bylaws”), effective immediately. The New Bylaws effect several changes to the Company’s bylaws that, among other things, eliminate redundancies with Maryland law and the rules of the Securities and Exchange Commission (“SEC”) and New York Stock Exchange (“NYSE”), including: (1) removing obsolete references to the first year after the Company’s initial public offering, which was a transition period; (2) allowing electronic notice of annual meetings and “householding” (i.e., the ability to send only one copy of materials to shareholders that share the same address) consistent with rules of the SEC; (3) updating what counts as a “public announcement” to account for changes to organizations that widely disseminate press releases; (4) removing the requirement for a majority independent Board, as redundant with rules of the NYSE; (5) updating methods for providing notice of Board meetings to include electronic notice; (6) eliminating provisions governing the process for approval by independent directors of transactions between the Company and certain other affiliated entities, as redundant with rules of the NYSE, accounting rules and the Company’s internal policies; (7) providing details about handling director resignations; (8) deleting limitations on committee responsibilities, as redundant with Maryland law and NYSE rules; (9) deleting details about the functions of various committees, as redundant with NYSE and SEC rules and committee charters; (10) deleting concept of “Outside Director,” as redundant with independent directors under NYSE rules; (11) providing that the Chairman of the Board may be, but is not required to be, the Chief Executive Officer of the Company to be consistent with the Company’s existing Corporate Governance Guidelines; (12) providing for greater flexibility in the use of uncertificated shares; (13) expressly allowing for fractional shares of stock; (14) carving out short-swing profits liability from the company’s obligation to indemnify officers and directors; and (15) adding a forum selection provision requiring that most shareholder lawsuits be brought only in Maryland courts.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Company’s Second Amended and Restated Bylaws, a copy of which is included with this Current Report and shall be deemed incorporated hereunder by reference.

Item 9.01. Financial Statements and Exhibits.

3.(b) Second Amended and Restated Bylaws of Saul Centers, Inc.

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SAUL CENTERS INC Exhibit
EX-3.B 2 d408915dex3b.htm EX-3.B EX-3.b Exhibit 3.(b) SECOND AMENDED AND RESTATED BYLAWS OF SAUL CENTERS,…
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About Saul Centers, Inc. (NYSE:BFS)

Saul Centers, Inc. (Saul Centers) operates as a real estate investment trust (REIT). The Company’s principal business activity is the ownership, management and development of income-producing properties. It operates in two segments: Shopping Centers and Mixed-Use Properties. The Company conducts its business through Saul Holdings Limited Partnership and/or directly or indirectly owned subsidiaries. It is engaged in the management, leasing, acquisition, renovation, expansion and financing of community and neighborhood shopping centers and mixed-used properties, located in the Washington, District of Columbia (DC)/Baltimore metropolitan area. The operating property portfolio consists of over 50 neighborhood and community Shopping Centers, and over six Mixed-Use Properties totaling approximately 7.9 million and over 1.4 million square feet of gross leasable area (GLA), respectively. The Company’s retail tenants include Giant Food and Safeway.

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