UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 2, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
(Address of principal executive offices) | (Zip Code) | |||||
Registrant's telephone number including area code: 301 /998-8100
Title of Each Class | Trading Symbol | Name of Each Exchange On Which Registered |
$.01 par value per share, with associated Common Share Purchase Rights | ||
of 5.00% Series C Cumulative Redeemable Preferred Stock, $.01 par value per share | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Emerging growth company | |
☐ | If an emerging growth company, indicate by checkmark if the registrant has elected not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 2, 2020, the Board of Trustees of the Trust approved an amendment to Section 1 of Article II of the Trust’s Amended and Restated Bylaws to allow our annual shareholder meetings to be held by means of remote communications.
The new Section 1 is filed as an exhibit to this report and is incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following Exhibits are included in the Form 8-K:
Exhibit Description of Exhibit
3.1Amended Section 1 of Article II of the Amended and Restated
Bylaws
104 | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FEDERAL REALTY INVESTMENT TRUST | |||
Date: | April 7, 2020 | /s/ Dawn M. Becker | |
Dawn M. Becker | |||
Executive Vice President-General Counsel and Secretary | |||
Exhibit 3.1
Section 1. PLACE. All meetings of shareholders shall be held at the principal executive office of the Trust or at such other place within the United States as shall be stated in the notice of the meeting. In determining the location of any meeting of shareholders, the Board of Trustees may determine that the meeting not be held at any place, but instead may be held solely by means of remote communication. If a meeting is held solely by means of remote communication, the Trust shall implement reasonable measures (a) to verify that each person considered present and authorized to vote at the meeting by means of remote communication is a shareholder or proxy holder and (b) to provide the shareholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings.