EPR 8-K
Epr Properties (EPR)
8-K
2023-05-26
For: 2023-05-24
View Original
Added on
April 05, 2026
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): May 24, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) (Zip Code) | ||||||||||||||
(Registrant’s telephone number, including area code)
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:
| 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to 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. o
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 26, 2023, EPR Properties (the "Company") amended (the "Amendment") Article EIGHTH, Section 1 of its Amended and Restated Declaration of Trust, as amended, to increase the number of authorized common shares of beneficial interest, par value $0.01 per share, which the Company has authority to issue from 100,000,000 shares to 125,000,000 shares.
Immediately after filing the Amendment, the Company has authority to issue 150,000,000 shares of beneficial interest, consisting of 125,000,000 common shares of beneficial interest, $0.01 par value per share, and 25,000,000 preferred shares of beneficial interest, $0.01 par value per share, having an aggregate par value of $1,500,000.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company's 2023 Annual Meeting of Shareholders held on May 24, 2023, the matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below:
Proposal No. 1
The following nominees for trustees were elected to serve one-year terms expiring in 2024:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||
| Peter C. Brown | 46,716,144 | 1,130,228 | 990,401 | 7,506,175 | ||||||||||||||||||||||
| John P. Case III | 47,437,311 | 408,835 | 990,627 | 7,506,175 | ||||||||||||||||||||||
| James B. Connor | 42,955,307 | 4,891,807 | 989,659 | 7,506,175 | ||||||||||||||||||||||
| Virginia E. Shanks | 46,748,515 | 1,101,357 | 986,901 | 7,506,175 | ||||||||||||||||||||||
| Gregory K. Silvers | 45,956,446 | 1,889,682 | 990,645 | 7,506,175 | ||||||||||||||||||||||
| Robin P. Sterneck | 42,857,283 | 4,955,711 | 1,023,779 | 7,506,175 | ||||||||||||||||||||||
| Lisa G. Trimberger | 47,052,168 | 798,109 | 986,496 | 7,506,175 | ||||||||||||||||||||||
| Caixia Y. Ziegler | 47,000,687 | 844,863 | 991,223 | 7,506,175 | ||||||||||||||||||||||
Proposal No. 2
The shareholders approved the compensation of the Company's named executive officers as presented in the Company's proxy statement on a non-binding, advisory basis:
| For | 45,141,358 | ||||
| Against | 2,613,384 | ||||
| Abstain | 1,082,031 | ||||
| Broker Non-Vote | 7,506,175 | ||||
Proposal No. 3
The shareholders voted to have the Company hold a vote every year to approve the compensation of the Company's named executive officers on a non-binding, advisory basis:
| 1 Year | 46,208,510 | ||||
| 2 Years | 90,410 | ||||
| 3 Years | 1,536,720 | ||||
| Abstain | 1,001,079 | ||||
| Broker Non-Vote | 7,506,175 | ||||
The Company's Board of Trustees has determined that the Company will continue to submit the vote to approve the compensation of the Company's named executive officers on a non-binding, advisory basis to shareholders every year.
Proposal No. 4
The shareholders approved the ratification of KPMG LLP as the Company's independent registered public accounting firm for 2023:
| For | 54,574,226 | ||||
| Against | 1,667,168 | ||||
| Abstain | 101,554 | ||||
| Broker Non-Vote | — | ||||
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
| Articles of Amendment of Amended and Restated Declaration of Trust of EPR Properties, dated May 26, 2023. | ||||||||
| 104 | Cover Page Interactive Data File (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.
| EPR PROPERTIES | |||||||||||
| By: | /s/ Mark A. Peterson | ||||||||||
| Mark A. Peterson | |||||||||||
| Executive Vice President, Treasurer and Chief Financial Officer | |||||||||||
Date: May 26, 2023
Exhibit 3.1
ARTICLES OF AMENDMENT
OF
AMENDED AND RESTATED DECLARATION OF TRUST
OF
EPR PROPERTIES
EPR Properties, a Maryland real estate investment trust (the “Trust”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: Article EIGHTH, Section 1 of the Amended and Restated Declaration of Trust of the Trust, as amended (the “Declaration of Trust”), is hereby amended in its entirety to read as follows:
EIGHTH:
Section 1. AUTHORIZED SHARES. The beneficial interest of the Trust shall be divided into shares of beneficial interest (the “Shares”). The Trust has authority to issue 125,000,000 common shares of beneficial interest, $0.01 par value per share (“Common Shares”), and 25,000,000 preferred shares of beneficial interest, $0.01 par value per share (“Preferred Shares”). The Board of Trustees, without any action by the shareholders of the Trust, may amend the Declaration of Trust from time to time to increase or decrease the aggregate number of Shares or the number of Shares of any class that the Trust has authority to issue. If shares of one class of beneficial interest are classified or reclassified into shares of another class of beneficial interest pursuant to Sections 2, 3 or 4 of this Article EIGHTH, the number of authorized shares of the former class shall be automatically decreased and the number of authorized shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of beneficial interest of all classes that the Trust has authority to issue shall not be more than the total number of shares of beneficial interest set forth in the second sentence of this paragraph.
SECOND: The amendment to the Declaration of Trust as set forth above has been duly approved by the Board of Trustees as required by law and by the Declaration of Trust. The amendment set forth above is made without action by the shareholders of the Trust, pursuant to the Declaration of Trust and Section 8-203(a)(7) of the Maryland REIT Law.
THIRD: Immediately before the filing of these Articles of Amendment, the total number of shares of beneficial interest of all classes which the Trust had authority to issue was 125,000,000, consisting of 100,000,000 common shares of beneficial interest, $0.01 par value per share, and 25,000,000 preferred shares of beneficial interest, $0.01 par value per share, having an aggregate par value of $1,250,000.
FOURTH: Immediately after the filing of these Articles of Amendment, the total number of shares of beneficial interest of all classes which the Trust has authority to issue is 150,000,000, consisting of 125,000,000 common shares of beneficial interest, $0.01 par value per share, and 25,000,000 preferred shares of beneficial interest, $0.01 par value per share, having an aggregate par value of $1,500,000.
FIFTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law was not changed by the amendment.
SIXTH: The undersigned President and Chief Executive Officer of the Trust acknowledges these Articles of Amendment to the Declaration of Trust to be the act of the Trust and, as to all matters and facts required to be verified under oath, the undersigned President and Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, the Trust has caused these Articles of Amendment to be signed in its name and on its behalf by its President and Chief Executive Officer and attested to on its behalf by its Secretary on this 24th day of May, 2023.
| EPR PROPERTIES | |||||||||||
| By: | /s/ Gregory K. Silvers | ||||||||||
| Name: | Gregory K. Silvers | ||||||||||
| Title: | President and Chief Executive Officer | ||||||||||
| ATTEST: | ||||||||
| By: | /s/ Craig L. Evans | |||||||
| Name: | Craig L. Evans | |||||||
| Title: | Secretary | |||||||