8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 26, 2014 (August 20, 2014)

Education Realty Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-32417	20-1352180
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

999 South Shady Grove Road, Suite 600 Memphis, Tennessee	38120
(Address of Principal Executive Offices)	(Zip Code)

901-259-2500

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

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.

Opt Out of Maryland’s Unsolicited Takeover Act

On August 20, 2014, the Board of Directors (the “Board”) of Education Realty Trust, Inc. (the “Company”) adopted resolutions prohibiting the Company from electing in the future to classify the Board pursuant to Section 3-803 of the Maryland General Corporation Law (the “MGCL”), commonly referred to as the Maryland Unsolicited Takeover Act.Such resolution shall not be repealed unless approved by the stockholders of the Company by the affirmative vote of at least a majority of all the votes cast on the matter by stockholders entitled to vote on the matter.

In accordance with Maryland law, the Company filed Articles Supplementary describing the foregoing prohibition with the State Department of Assessments and Taxation of Maryland on August 26, 2014. The foregoing summary of the Articles Supplementary is qualified in its entirety by reference to the text of the Articles Supplementary, which is attached as Exhibit 3.1 hereto and is incorporated by reference.

Amendment No. 1 to Amended and Restated Bylaws

On August 20, 2014, the Board of the Company approved Amendment No. 1 (the “Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”). The Amendment effects the following changes:

• Majority Voting – The Board amended Article II, Section 7 of the Bylaws to change the voting standard for the election of directors from a plurality voting standard to a majority voting standard in uncontested elections. Under the revised voting standard, a director shall be elected to the Board of the Company if the votes cast for such nominee’s election exceeds the votes cast against such nominee’s election; provided that if the election is contested, directors shall be elected by a plurality of the votes cast.

• Opting Out of the Maryland Share Acquisition Act – By Article II, Section 12 of the Bylaws, the Company previously had opted not to be subject to Title 3, Subtitle 7 of the MGCL, commonly known as the Maryland Control Share Acquisition Act, but had reserved the right for the Company to become subject to the Maryland Control Share Acquisition Act in the future. The Board has amended Article II, Section 12 of the Bylaws to prohibit the repeal of this Bylaws provision without the affirmative vote of a majority of the votes cast on the matter by stockholders entitled to vote on the matter.

• Opting Out of the Maryland Business Combination Act – The Board further amended Article II, Section 12 of the Bylaws to opt out of Title 3, Subtitle 6 of the MGCL, commonly known as the Maryland Business Combination Act. The Board has amended Article II, Section 12 of the Bylaws to prohibit the repeal of this Bylaws provision without the affirmative vote of a majority of the votes cast on the matter by stockholders entitled to vote on the matter.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed hereto as Exhibit 3.2 and incorporated herein by reference. The effective date of this Amendment was August 20, 2014.

Item 7.01. Regulation FD Disclosure.

On August 26, 2014, the Company issued a press release announcing the approval and implementation of these corporate governance enhancements. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in this Item 7.01 (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1 3.2	Articles Supplementary Amendment No. 1 to Amended and Restated Bylaws
99.1	Press Release dated August 26, 2014

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.

	EDUCATION REALTY TRUST, INC.
Date: August 26, 2014	By:	/s/ Randall L. Churchey
		Randall L. Churchey Chief Executive Officer and President

INDEX TO EXHIBITS

Exhibit No.	Description
3.1 3.2	Articles Supplementary Amendment No. 1 to Amended and Restated Bylaws
99.1	Press Release dated August 26, 2014

EX-3.1

EDUCATION REALTY TRUST, INC.

ARTICLES SUPPLEMENTARY

Education Realty Trust, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”), that:

FIRST: Under a power contained in Section 3-802(c) of Title 3, Subtitle 8 of the Maryland General Corporation Law (the “MGCL”), the Board of Directors has resolved to prohibit the Company from electing to be subject to the provisions of Section 803 of Title 3, Subtitle 8 of the MGCL, unless a proposal to repeal such resolution is approved by the stockholders of the Company by the affirmative vote of at least a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors.

SECOND: The action to prohibit the Company from becoming subject to Section 803 of Title 3, Subtitle 8 of the MGCL without stockholder approval referenced above has been approved by the Board of Directors in the manner and by the vote required by law.

THIRD: The undersigned officer acknowledges these Articles Supplementary to be the act of the Company and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be executed in its name and on its behalf by its President and Chief Executive Officer and attested by its Secretary on this 20th day of August, 2014.

ATTEST:		EDUCATION REALTY TRUST, INC.
/s/ Elizabeth L. Keough		/s/ Randall L. Churchey
Name:	Elizabeth L. Keough	Name:	Randall L. Churchey
Title:	Secretary	Title:	President and Chief Executive Officer

EX-3.2

EDUCATION REALTY TRUST, INC.

AMENDMENT NO. 1 TO

AMENDED AND RESTATED BYLAWS

WHEREAS, Education Realty Trust, Inc., a Maryland corporation (the “Corporation”), has heretofore adopted Amended and Restated Bylaws of the Company effective February 18, 2009 (the “Bylaws”);

WHEREAS, the Corporation desires to amend the Bylaws in the manner set forth below;

NOW, THEREFORE, Article II, Section 7 and Article II, Section 12 of the Bylaws are hereby amended and restated to read in their entirety as follows:

Section 7. Voting.  Other than for the election of directors, if a quorum exists, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Charter or the Maryland General Corporation Law require a greater number of affirmative votes. A nominee for director shall be elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which (i) the Secretary of the Corporation receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the Charter and these Bylaws, to the extent applicable, and applicable law and (ii) such nomination has not been withdrawn by such stockholder on or before the tenth day before the Corporation first mails its notice of meeting for such meeting to the stockholders. If directors are to be elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee.

Section 12. Provisions of Maryland Anti-Takeover Laws. Notwithstanding any other provision of the Charter or these Bylaws, Title 3, Subtitles 6 and 7 of the Maryland General Corporation Law (or any successor statutes) shall not apply to any business combination involving the Corporation with any person or any acquisition by any person of shares of stock of the Corporation.  Notwithstanding any other provision of these Bylaws or the Maryland General Corporation Law to the contrary, this Section 12 may not be repealed, in whole or in part, at any time, without the affirmative vote of a majority of the votes cast on the matter by the holders of shares of the Corporation’s common stock present and voting at a duly held meeting of the stockholders of the Corporation.

IN WITNESS WHEREOF, this Amendment No. 1 to the Bylaws of Education Realty Trust, Inc. has been duly adopted by the Board of Directors of the Corporation as of this 20^th day of August, 2014.

/s/ Elizabeth L. Keough____________________

Elizabeth L. Keough, Secretary

EX-99.1

EdR Furthers Leadership Role with Corporate Governance Enhancements

MEMPHIS, Tenn., Aug. 26, 2014 — EdR (NYSE:EDR), a leader in the development, ownership and management of high-quality collegiate housing, today confirmed its on-going commitment to leadership in corporate governance practices by announcing the approval and implementation of several shareholder-friendly corporate governance initiatives.

These initiatives, which the Board of Directors believes are in the best interest of the company and its stockholders, include:

• Adopting a majority voting standard for the election of directors in uncontested elections;

• Permanently waiving the option to classify its Board of Directors under provisions of the Maryland Unsolicited Takeover Act, unless approved by an affirmative vote of at least a majority of votes cast on the matter by stockholders entitled to vote generally in the election of directors;

• Permanently opting out of the Maryland Control Share Acquisition Act, which restricts certain voting rights of holders of control shares, unless such action is repealed by the affirmative vote of a majority of the votes cast on the matter by stockholders entitled to vote on the matter; and

• Permanently opting out of the Maryland Business Combination Act, unless such action is repealed by the affirmative vote of a majority of the votes cast on the matter by stockholders entitled to vote on the matter.

"The Board's actions were implemented after a proactive review of our charter and by-laws and demonstrate our commitment to best-in-class and shareholder-friendly corporate governance," said Paul O. Bower, Chairman of the EdR Board of Directors.

Copies of the Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland and the Amendment No. 1 to the Company’s Amended and Restated Bylaws, both of which make these enhancements effective, have been filed with the Securities and Exchange Commission.

About EdR

EdR (NYSE:EDR) is one of America's largest owners, developers and managers of collegiate housing. EdR is a self-administered and self-managed real estate investment trust that owns or manages 67 communities with nearly 37,000 beds serving 55 universities in 22 states. For details, please visit the company's Web site at www.EdRtrust.com.

For more information, contact:

Bill Brewer, Executive Vice President and Chief Financial Officer

901-259-2500 bbrewer@EdRtrust.com

For media information or photography, contact:

Susan Jennings, Vice President, Corporate Communication and Marketing

901-259-2506 sjennings@EdRtrust.com

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Statements about the company's business that are not historical facts are "forward-looking statements." Forward-looking statements are based on current expectations. You should not rely on our forward-looking statements because the matters they describe are subject to known and unknown risks and uncertainties that could cause the company's future results, performance, or achievements to differ significantly from the results, performance, or achievements expressed or implied by such statements. Such risks are set forth under the captions "Item 1A. Risk Factors" and "Forward-Looking Statements" in our annual report on Form 10-K and under the caption "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" (or similar captions) in our quarterly reports on Form 10-Q, and as described in our other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the dates on which they are made, and the company undertakes no obligation to update publicly or revise any guidance or other forward-looking statement, whether as a result of new information, future developments, or otherwise, unless required by law.