SPIRIT REALTY CAPITAL, INC. (NYSE:SRC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03.
On August10, 2017, the board of directors (the “Board”) of Spirit Realty Capital, Inc. (the “Company”) amended Article XV of the bylaws of the Company (the “Bylaws”) to reduce the stockholder vote required to alter or repeal any provision of the Bylaws and to adopt new Bylaws from the affirmative vote of two-thirds of all the votes entitled to be cast on the matter to the affirmative vote of a majority of all the votes entitled to be cast on the matter, and restated the Bylaws as so amended. Under the amendment, the Board continues to have the power to adopt, alter or repeal any provision of the Bylaws and to make new Bylaws, co-extensive with the right of the stockholders of the Company described above.
The foregoing description of the Bylaws, as so amended and restated, does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth Amended and Restated Bylaws of the Company, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
| Item 5.03. | Regulation FD Disclosure. |
On August14, 2017, the Company issued a press release announcing (i)the approval by the Board of a stock repurchase program under which the Company may repurchase up to $250.0million of its outstanding common stock, par value $0.01 per share, and (ii)the amendment and restatement of the Bylaws described under Item 5.03 above.
The information set forth in this Item 5.03 and in the attached Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any of the Company’s filings, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.
| Item 5.03. | Financial Statements and Exhibits. |
(d)Exhibits
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Exhibit No. |
Description |
| 3.1 | Fifth Amended and Restated Bylaws of Spirit Realty Capital, Inc. dated August10, 2017. |
| 99.1 | Press Release dated August14, 2017. |
SPIRIT REALTY CAPITAL, INC. ExhibitEX-3.1 2 d428683dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 SPIRIT REALTY CAPITAL,…To view the full exhibit click here