8-K

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): December 5, 2014

EPR Properties

(Exact name of registrant as specified in its charter)

Maryland	001-13561	43-1790877
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

909 Walnut Street, Suite 200

Kansas City, Missouri 64106

(Address of principal executive office)(Zip Code)

(816) 472-1700

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 5, 2014, the Board of Trustees (the "Board") of EPR Properties (the "Company") adopted an amendment to Article II, Section 8 of the Company's Amended and Restated Bylaws (the "Bylaws"), effective immediately upon adoption, to implement a majority vote standard for the election of trustees in uncontested trustee elections. In the case of contested trustee elections, trustees will continue to be elected by a plurality vote.

The foregoing description of the amendment to the Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, reference to the amendment to the Bylaws, which is attached hereto as Exhibit 3.1, and is incorporated herein by reference.

Item 8.01.Other Events.

In connection with the adoption of the majority vote standard as described above, on December 5, 2014, the Board also adopted a Trustee Resignation Policy (the "Policy"). Under the Policy, any trustee nominee who receives a greater number of votes "withheld" or "against" his or her election than votes "for" such election (a "Majority Against Vote") must promptly tender his or her written offer of resignation to the Board following certification of the shareholder vote from the meeting at which the election occurred. The Policy will only apply to uncontested elections of trustees, which the Policy defines as any election in which the number of trustee nominees for election does not exceed the number of trustees to be elected.

The Nominating and Company Governance Committee of the Board (the "Committee") will promptly consider the unsuccessful trustee nominee's offer of resignation and recommend to the Board whether to accept or reject it, or whether any other action should be taken. The Board will act on the Committee's recommendation within ninety (90) days following the certification of the shareholder vote pertaining to the election. In reaching their decision, the Committee and the Board may consider any factors they deem relevant, including: (i) the perceived reasons for the Majority Against Vote; (ii) the qualifications and tenure of the unsuccessful trustee nominee; (iii) the unsuccessful trustee nominee's past and expected future contributions to the Company; (iv) the overall composition of the Board and whether accepting the resignation would cause the Company to violate any applicable rule or regulation (including New York Stock Exchange listing standards and federal securities laws) or any of its material agreements; and (v) whether the resignation would be in the best interests of the Company and its shareholders.

In determining what action to recommend or take regarding the unsuccessful trustee nominee's resignation, each of the Committee and the Board may consider a range of alternatives as it deems appropriate, including: (i) accepting the resignation; (ii) rejecting the resignation; (iii) rejecting the resignation to allow the unsuccessful trustee nominee to remain on the Board but agreeing that the trustee will not be nominated for re-election to the Board at the next election of trustees; (iv) deferring acceptance of the resignation until the Board can find a replacement trustee with the necessary qualifications to fill the vacancy that accepting the resignation would create; or (v) deferring acceptance of the resignation if the unsuccessful trustee nominee can cure the underlying cause of the Majority Against Vote within a specified period of time (for example, if the Majority Against Vote were due to overboarding, by resigning from other company boards).

After the Board makes a formal decision on the Committee's recommendation, the Company will publicly disclose the action in a Form 8-K filed with the Securities and Exchange Commission within four business days of the decision. If the Board has determined to take any action other than acceptance of the resignation, the Form 8-K will also include the Board's rationale supporting its decision.

The foregoing description of the Policy does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Policy, which is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

Number	Description
3.1	Amendment to Amended and Restated Bylaws of EPR Properties, effective December 5, 2014
99.1	EPR Properties Trustee Resignation Policy, adopted December 5, 2014

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.

EPR PROPERTIES
By:	/s/ Mark A. Peterson
	Mark A. Peterson
	Senior Vice President, Treasurer and Chief Financial Officer

Date: December 8, 2014

INDEX TO EXHIBITS

Number	Description
3.1	Amendment to Amended and Restated Bylaws of EPR Properties, effective December 5, 2014
99.1	EPR Properties Trustee Resignation Policy, adopted December 5, 2014

EX-3.1

Exhibit 3.1

Amendment to Amended and Restated Bylaws of EPR Properties

Article II, Section 8 of the Amended and Restated Bylaws of EPR Properties is amended to read in its entirety as follows:

Section 8.VOTING.A nominee for Trustee shall be elected to the Board of Trustees if, at a meeting of shareholders duly called and at which a quorum is present, a majority of the votes cast are in favor of such nominee's election; provided, however, that, if the number of nominees for Trustee exceeds the number of Trustees to be elected, Trustees shall be elected by a plurality of all votes cast at a meeting of shareholders duly called and at which a quorum is present. Each share may be voted for as many individuals as there are Trustees to be elected and for whose election the share is entitled to be voted. A majority of the votes cast at a meeting of shareholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required herein or by statute or by Declaration of Trust.

EX-99.1

Exhibit 99.1

EPR PROPERTIES

TRUSTEE RESIGNATION POLICY

(Adopted by the Board of Trustees on December 5, 2014)

Under Article II, Section 8 of the Amended and Restated Bylaws of EPR Properties (the "Company"), a nominee for Trustee to the Company's Board of Trustees (the "Board") in an uncontested election is elected if he or she receives a majority of the votes cast in the election. The following procedures address the situation in which a nominee for the Company's Board of Trustees receives more votes "withheld" or "against" his or her election than votes "for" his or her election (a "Majority Against Vote").

By accepting a nomination to stand for election or re-election as a Trustee of the Company or an appointment as Trustee to fill a vacancy or new Trusteeship, each candidate, nominee or appointee agrees that if, in an uncontested election of Trustees, he or she receives a a Majority Against Vote, the Trustee shall promptly tender a written offer of resignation (substantially in the form of Exhibit A) to the Board following certification of the shareholder vote from the meeting at which the election occurred. For purposes of this policy, an "uncontested election of Trustees" is any election of Trustees in which the number of nominees for election does not exceed the number of Trustees to be elected.

The Nominating and Company Governance Committee of the Board (the "Committee") will promptly consider the Trustee's offer of resignation and recommend to the Board whether to accept the resignation or reject it. The Board will act on the Committee's recommendation within 90 days following certification of the shareholder vote.

In evaluating the Trustee's resignation, each of the Committee and the Board shall consider all factors they deem relevant, including (i) the perceived reasons for the Majority Against Vote, (ii) the qualifications and tenure of the Trustee, (iii) the Trustee's past and expected future contributions to the Company, (iv) the overall composition of the Board and whether accepting the resignation would cause the Company to violate any applicable rule or regulation (including New York Stock Exchange listing standards and federal securities laws) or any of its material agreements, and (v) whether the resignation would be in the best interests of the Company and its shareholders.

In determining what action to recommend or take regarding the Trustee's resignation, each of the Committee and the Board may consider a range of alternatives as they deem appropriate, including (i) accepting the resignation, (ii) rejecting the resignation, (iii) rejecting the resignation to allow the Trustee to remain on the Board but agreeing that the Trustee will not be nominated for re-election to the Board at the next election of Trustees, (iv) deferring acceptance of the resignation until the Board can find a replacement Trustee with the necessary qualifications to fill the vacancy that accepting the resignation would create, or (v) deferring acceptance of the resignation if the Trustee

can cure the underlying cause of the Majority Against Vote within a specified period of time (for example, if the Majority Against Vote were due to overboarding, by resigning from other company boards).

After the Board makes a formal decision on the Committee's recommendation, the Company shall publicly disclose this action in a Form 8-K filed with the Securities and Exchange Commission within four business days of the decision. If the Board has determined to take any action other than acceptance of the resignation, the Form 8-K shall also include the Board's rationale supporting its decision.

Any Trustee who tenders his or her offer of resignation pursuant to this policy shall not participate in any deliberations or actions by the Committee or the Board regarding his or her resignation but shall otherwise continue to serve as a Trustee during this period.

If other Trustees who are members of the Committee receive a Majority Against Vote in the same uncontested election of Trustees, so that a quorum of the Committee cannot be achieved, then the other independent Trustees on the Board who received more votes "for" or "in favor" than "withheld" or "against" in that election will consider and decide what action to take regarding the resignation of each Trustee who received a Majority Against Vote. If three or fewer independent Trustees on the Board did not receive a Majority Against Vote in the same election, then all independent Trustees on the Board shall participate in deliberations and actions regarding Trustee resignations except that no Trustee can participate in the vote on his or her own resignation.

Exhibit A

[FORM OF TRUSTEE RESIGNATION]

RESIGNATION LETTER

[DATE]

Board of Trustees

EPR Properties

909 Walnut Street

Suite 200

Kansas City, MO 64106

Ladies and Gentlemen:

In accordance with the EPR Properties Trustee Resignation Policy, I hereby tender my resignation as a member of the Board of Trustees of EPR Properties (the "Company"), effective as of the date hereof.

Please note that my resignation is a result of the Trustee Resignation Policy and not as a result of any disagreement between myself and the Company, its management, board of Trustees or any committee of the board of Trustees.

Sincerely,

[SIGNATURE]

[NAME]