Current Report Filing (8-k)
March 24 2021 - 8:01AM
Edgar (US Regulatory)
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): March 23, 2021
RMR MORTGAGE TRUST
(Exact name of registrant as specified in
its charter)
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MARYLAND
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001-34383
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20-4649929
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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Two Newton Place
255 Washington Street, Suite 300
Newton, MA 02458
(Address of principal executive offices,
including zip code)
(617) 332-9530
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Common Shares of Beneficial Interest
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RMRM
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The Nasdaq Stock Market LLC
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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. ¨
In this Current Report on Form 8-K, the terms “Company”,
“we”, “us”, and “our” refer to RMR Mortgage Trust and certain of its subsidiaries, unless the
context indicates otherwise.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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Business Change
On January 5,
2021, the Securities and Exchange Commission issued an order pursuant to Section 8(f) of the Investment Company Act of
1940 (the “1940 Act”) declaring that we had ceased to be an investment company under the 1940 Act. The issuance of
the Deregistration Order enables us to proceed with full implementation of our new business mandate to operate as a real estate
investment trust that focuses primarily on originating and investing in first mortgage whole loans secured by middle market and
transitional commercial real estate (the “Business Change”).
In connection with
the Business Change, our Board of Trustees (the “Board,” and each member, a “Trustee”) previously approved
revisions to our governing documents, including our Amended and Restated Bylaws (the “Bylaws”), which became effective
January 5, 2021. On March 23, 2021, the Board approved further amendments to our Bylaws to include voting standards in
connection with trustee elections and other matters brought before a meeting of our shareholders that had been inadvertently excluded
from the Bylaws and were intended to be adopted as of January 5, 2021 (the “Bylaw Amendment”). The Bylaw Amendment
became effective immediately upon its approval and adoption by the Board.
As amended, the
Bylaws currently provide that (1) Trustees shall be elected by a plurality of the votes cast in an uncontested election; (2) Trustees
shall be elected by a majority of all the votes entitled to be cast in a contested election; and (3) a majority of all the
votes cast shall be required to approve any other matter submitted by the Board to our shareholders for approval or otherwise voted
upon by our shareholders.
The foregoing summary
of the Bylaw Amendment is qualified in its entirety by reference to the full text of the Bylaw Amendment, which is attached hereto
as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Risk Factors
In connection with
the Business Change, we have updated our disclosures regarding the principal risks to which we may be subject. The updated disclosure
is filed herewith as Exhibit 99.1, and such disclosure is incorporated herein by reference.
Description
of Our Securities
Exhibit 4.1
to this Current Report on Form 8-K sets forth a description of our securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended, and is incorporated herein by reference.
List of Our
Subsidiaries
A list of our subsidiaries
is filed as Exhibit 21.1 hereto and incorporated herein by reference.
Trustee Compensation
In connection with
the Business Change, we also updated our Trustee compensation arrangements. A summary of our currently effective Trustee compensation
arrangements is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURE
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.
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By:
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/s/
G. Douglas Lanois
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Name:
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G.
Douglas Lanois
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Title:
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Chief Financial Officer
and Treasurer
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Date: March 24, 2021
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