ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On and effective February 2, 2018, the Board of Directors (the “Board”) of Franklin Street Properties Corp., a Maryland corporation (the “Company”), amended and restated the Company’s Bylaws. The following is a summary of changes effected by adoption of the Amended and Restated Bylaws, which is qualified in its entirety by reference to the Amended and Restated Bylaws filed as Exhibit 3.1 hereto.
GENERAL
In addition to the amendments described below, the Amended and Restated Bylaws include certain changes to (1) clarify language, (2) comply or be consistent with Maryland law and (3) make various technical corrections and non-substantive changes.
The Amended and Restated Bylaws are referred to herein as the amended Bylaws. The Bylaws as previously in effect are referred to herein as the former Bylaws.
ARTICLE II. STOCKHOLDERS.
Nominations and Stockholder Business
. The amended Bylaws clarify the timing of the advance notice period to conform to the 120-day notice period under the Federal proxy rules, as interpreted by the Securities and Exchange Commission. The former Bylaws provided for advance notice of stockholder proposals for nominees for director and for other business at an annual meeting of stockholders 90 to 120 days before the first anniversary of the mailing date of the notice for the preceding year’s annual meeting. The amended Bylaws require stockholders to notify the secretary of the Company of director nominations and other stockholder proposals not earlier than the 150th day and not later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the preceding year’s proxy statement.
In addition, the amended Bylaws (i) clarify that a stockholder submitting a proposal of business (including the election of directors) under the advance notice provisions of the Bylaws must be a stockholder of record as of the record date for the meeting of stockholders, at the time of giving of the notice and at the time of the meeting, (ii) establish the timing of the advance notice window in the event that the number of directors to be elected is increased prior to the meeting and (iii) clarify that if the stockholder giving the notice does not appear in person or by proxy at the meeting to present each nominee for election as a director or the other proposed business, the matter will not be considered at the meeting, unless the officer presiding over the meeting determines otherwise.
ARTICLE IV. COMMITTEES OF THE BOARD OF DIRECTORS.
Committees of the Board
. The amended Bylaws provide that the Board may appoint committees of the Board, composed of one or more directors, and clarify that, unless otherwise provided by the Board, any committee of the Board may delegate some or all of its power and authority to one or more subcommittees.
Meetings of Committees of the Board
. The amended Bylaws specify the manner of providing notice of meetings of committees of the Board and the quorum and voting standards for each committee.
ARTICLE XII. INDEMNIFICATION.
Indemnification as a Witness
. The amended Bylaws clarify that directors and officers shall be indemnified to the maximum extent permitted by Maryland law when a witness in a proceeding.