0001193125-16-769835.txt : 20161116 0001193125-16-769835.hdr.sgml : 20161116 20161116163832 ACCESSION NUMBER: 0001193125-16-769835 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161110 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20161116 DATE AS OF CHANGE: 20161116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL PROPERTIES TRUST INC CENTRAL INDEX KEY: 0001287865 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32559 FILM NUMBER: 162002833 BUSINESS ADDRESS: STREET 1: 1000 UBRAN CENTER DRIVE STREET 2: SUITE 501 CITY: BIRMINGHAM STATE: AL ZIP: 35242 BUSINESS PHONE: 205-969-3755 MAIL ADDRESS: STREET 1: 1000 URBAN CENTER DRIVE STREET 2: SUITE 501 CITY: BIRMINGHAM STATE: AL ZIP: 35242 8-K 1 d274338d8k.htm FORM 8-K Form 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): November 10, 2016

 

 

Medical Properties Trust, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Maryland   001-32559   20-0191742

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification Number)

1000 Urban Center Drive, Suite 501, Birmingham, AL 35242

(Address of principal executive offices) (Zip code)

(205) 969-3755

(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:

 

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

 

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

 

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

 

☐ 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 November 10, 2016, the Board of Directors of Medical Properties Trust, Inc. (the “Company”) amended the Company’s Second Amended and Restated Bylaws, effective as of November 10, 2016, to provide that no individual may be nominated to serve as a director of the Company if he or she has reached the age of seventy-two (72) years old.

The foregoing description of the amendment to the Company’s bylaws is qualified in its entirety by reference to the copy of such amendment attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

   

Description

3.1    Amendment to Second Amended and Restated Bylaws of Medical Properties Trust, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

 

MEDICAL PROPERTIES TRUST, INC.
By:  

/s/ R. Steven Hamner

Name:   R. Steven Hamner
Title:   Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: November 16, 2016

EXHIBIT INDEX

 

Exhibit
No.

   

Description

3.1    Amendment to Second Amended and Restated Bylaws of Medical Properties Trust, Inc.
 EX-3.1 2 d274338dex31.htm EX-3.1 EX-3.1

Exhibit 3.1

AMENDMENT TO

SECOND AMENDED AND RESTATED

BYLAWS

OF

MEDICAL PROPERTIES TRUST, INC.

Article II, Section 2.04 of the Second Amended and Restated Bylaws of Medical Properties Trust, Inc. is hereby amended as follows:

“SECTION 2.04 Qualification. Directors need not be a stockholders of the Corporation. Unless waived by a vote of the Board of Directors,No individual may be nominated to serve as a director of the Corporation if he has reached the age of seventy-five (75) seventy-two (72) years; at the time of electionprovided that a current director who has attained seventy-two (72) years of age may continue to serve until the next annual meeting at which such director’s term will expire.”

Effective as of November 10, 2016