Additional Proxy Soliciting Materials (definitive) (defa14a)
April 21 2021 - 3:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under § 240.14a-12
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EPR Properties
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which the transaction applies:
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Aggregate number of securities to which the transaction applies:
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(3)
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Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of the transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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(4)
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Date Filed:
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EPR PROPERTIES
SUPPLEMENT TO DEFINITIVE PROXY STATEMENT DATED APRIL 16, 2021
FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 28, 2021
This
supplement (this Supplement) amends and supplements the Notice of 2021 Annual Meeting of Shareholders and Proxy Statement of EPR Properties (the Company), dated April 16, 2021 (the Proxy Statement), provided
to shareholders in connection with the Companys 2021 Annual Meeting of Shareholders to be held on May 28, 2021. This Supplement is being filed with the Securities and Exchange Commission and is being made available to shareholders on or
about April 21, 2021.
This Supplement updates the disclosure in the Proxy Statement relating to the effect of abstentions on Proposal
No. 3 Amendments to the 2016 Equity Incentive Plan, Including an Increase to the Number of Authorized Shares Issuable Under the Plan (Proposal No. 3). Under the Companys Amended and Restated Bylaws (the
Bylaws), the approval of Proposal No. 3 requires the affirmative vote of a majority of votes cast for such proposal by shareholders at a meeting of shareholders duly called and at which a quorum is present. Abstentions are not
considered votes cast under Maryland law. However, shareholder approval is required for Proposal No. 3 under the listing rules of the New York Stock Exchange (NYSE), and NYSE guidance provides that the minimum vote that constitutes
approval for such purposes is the number of votes cast in favor of the proposal exceeding the aggregate of votes cast against the proposal plus abstentions. Therefore, pursuant to such NYSE guidance, an abstention will have the same effect as a vote
AGAINST Proposal No. 3.
Except as specifically supplemented by the information contained herein, all information set forth in the Proxy
Statement remains unchanged. From and after the date of this Supplement, all references to the Proxy Statement are to the Proxy Statement as supplemented hereby. The Proxy Statement contains important information and this Supplement
should be read in conjunction with the Proxy Statement.
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