Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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In connection
with the issuance and sale of the Series E Preferred Shares, the Company caused Articles Supplementary, which classify 4,600,000 shares of the Companys authorized preferred shares as Series E
Preferred Shares, to be filed with the State Department of Assessments and Taxation of Maryland on November 4, 2016. A copy of the above-referenced Articles Supplementary is filed as Exhibit
3.2 to the Companys Registration Statement on Form 8-A filed on November 4, 2016 and incorporated by reference herein.
The Series E
Preferred Shares rank senior to all classes and series of the Companys common shares and any junior shares the Company may issue in the future, and on parity with the Companys 6.875% Series C Cumulative Redeemable Preferred Shares, the
Companys 6.50% Series D Cumulative Redeemable Preferred Shares and any other parity shares the Company may issue in the future, in each case, with respect to the payment of dividends and the distribution of assets upon the liquidation,
dissolution or winding up of the Company, all as set forth in the Articles Supplementary.
The Company, as the general partner of the
Operating Partnership, has amended the agreement of limited partnership of the Operating Partnership (the Partnership Agreement) to provide for the issuance of up to 4,600,000 6.50% Series E Preferred Partnership Units (liquidation
preference $25.00 per unit) (the Series E Preferred Units). Such amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein. The Company expects to contribute the net proceeds from
the sale of the Series E Preferred Shares in the offering to the Operating Partnership, in exchange for the same number of Series E Preferred Units. The Series E Preferred Units have economic terms that mirror the terms of the Series E
Preferred Shares. The issuance of the Series E Preferred Units will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933.
The Series E Preferred Units will rank, as to distributions and upon liquidation, senior to the common units of limited partnership interest
in the Operating Partnership and on parity with the Operating Partnerships 6.875% Series C Preferred Partnership Units, prior to the redemption of such units, the Operating Partnerships 6.50% Series D Preferred Partnership Units and
other parity units the Operating Partnership may issue in the future, all as set forth in the form of amendment to the Partnership Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K.
In addition, on November 4, 2016, the Company amended its Amended and Restated Declaration of Trust (the Declaration of Trust) to
increase the aggregate number of Class A and Class B common shares the Company is authorized to issue from 76,000,000 shares, of which 75,000,000 shares were classified as Class A common shares, $0.01 par value per share, and 1,000,000 were
classified as Class B common shares, $0.01 par value per share, to 91,000,000 shares, of which 90,000,000 shares are classified as Class A common shares, $0.01 par value per share, and 1,000,000 are classified as Class B common shares, $0.01 par
value per share. Under the Declaration of Trust, the Board of Trustees of the Company is authorized to amend the Declaration of Trust, without shareholder approval, to increase or decrease the aggregate number of shares of beneficial interest
the Company is authorized to issue.
A copy of the amendment to the Declaration of Trust in the form to be filed with the Maryland State
Department of Assessments and Taxation on November 4, 2016 is attached to this Current Report on Form 8-K as Exhibit 3.3 and incorporated herein by reference.