Date of Report (Date of earliest event reported): December 17, 2010
(Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code: (781) 557-1300
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):
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 17, 2010, the board of directors of Franklin Street Properties Corp. (the “Corporation”) amended and restated the Bylaws of the Corporation (the “Amended Bylaws”), which, among other things, updated the procedures for stockholder meetings. The Amended Bylaws set out a more specific process for stockholder-requested special meetings, including a majority requirement for the calling of a special meeting and formal requirements to request a record date therefor (Article II, Section 3). The advance notice provisions of the Bylaws were also updated to require stockholder proponents to provide additional information if proposing a nominee or other proposal at a stockholder meeting (Article II, Section 12). The revised provisions request information about a proposed nominee’s and proponent’s equity holdings of the Corporation, including derivative securities and hedging activity, and disclosure of information about persons associated with the proponent. The Amended Bylaws also require a proponent to verify and update information submitted to the Corporation upon request. In addition, the Amended Bylaws revise the requirements for the annual meeting of stockholders so that the meeting may be held on any business day from May 1 through June 15 each year and does not need to be in the United States and (Article II, Section 1 and 2).
In addition to the updates relating to meetings of stockholders, the Amended Bylaws confirm the board of directors’ exclusive right to amend the Bylaws (Article XV) and provide for a number of other minor clarifications and modifications, including updates in response to changes in Maryland corporate law.
The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the Amended Bylaws, a copy of which is attached as Exhibit 3.1 and is incorporated by reference into this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
See Exhibit Index attached hereto.
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.
3.1 Amended and Restated Bylaws of Franklin Street Properties Corp., amended and restated as of December 17, 2010