UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On and effective February 2, 2023, the Board of Directors (the “Board”) of Franklin Street Properties Corp., a Maryland corporation (the “Company”), amended and restated the Company’s Bylaws (as amended and restated, the “Amended Bylaws”). The following is a summary of changes effected by adoption of the Amended Bylaws, which is qualified in its entirety by reference to the Amended Bylaws filed as Exhibit 3.1 hereto and incorporated by reference.
General. In addition to the amendments described below, the Amended Bylaws include certain changes to (1) clarify language, (2) comply with or conform to Maryland law and (3) make various technical corrections and ministerial changes.
Place of Meetings of Stockholders. The Amended Bylaws, consistent with the Maryland General Corporation Law, expressly provide that the Board is authorized to determine that meetings of stockholders may be held, solely or partially, by remote communication (i.e., a “virtual” stockholder meeting format).
Conduct of Stockholders Meetings. The Amended Bylaws provide that the chairman of the meeting may adjourn the meeting to a later date, time and place either (i) announced at the meeting or (ii) provided at a future time through means announced at the meeting (e.g., a press release or a filing with the Securities and Exchange Commission).
Advance Notice of Director Nominations and New Business Proposals from Stockholders. The Amended Bylaws address matters regarding nominations of directors and solicitations of proxies, including compliance with Rule 14a-19 (the universal proxy rules) under the Securities Exchange Act of 1934, as amended, and more fully develop the information required to be disclosed by a stockholder nominating an individual for election to the Board or making a proposal of other business.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
| EXHIBIT NO. | DESCRIPTION OF EXHIBITS | |
| 3.1 | Amended and Restated Bylaws of Franklin Street Properties Corp., effective February 2, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| FRANKLIN STREET PROPERTIES CORP. | ||
| By: | /s/ Scott H. Carter | |
| Scott H. Carter | ||
| Executive Vice President, General Counsel and Secretary | ||
Date: February 3, 2023