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): March 10, 2022

CorEnergy Infrastructure Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-33292	20-3431375
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

1100 Walnut, Ste. 3350	Kansas City,	MO	64106
(Address of Registrant's Principal Executive Offices)			(Zip Code)

(816)	875-3705
(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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol(s)	Name of Each Exchange On Which Registered
Common Stock, par value $0.001 per share	CORR	New York Stock Exchange
7.375% Series A Cumulative Redeemable Preferred Stock	CORRPrA	New York Stock Exchange

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. ☐

Item 3.03 Material Modification to Rights of Security Holders.

On March 10, 2022, the Board of Directors of CorEnergy Infrastructure Trust, Inc. (the “Company”) approved an amendment to Article II, Section 6 of the Company’s Third Amended and Restated Bylaws (“Bylaws) to lower the quorum required for taking action at a meeting of stockholders generally from shares entitled to cast a majority of the votes entitled to be cast (without regard to class) to shares entitled to cast one-third (1/3) of the votes entitled to be cast (without regard to class) and (2) to lower the quorum required for approval by a separate vote of one or more classes of stock from shares entitled to cast a majority of the votes entitled to be cast by each such class to shares entitled to cast one-third (1/3) of the votes entitled to be cast by each such class (the “Amendment”). The Board of Directors approved the Amendment to help ensure the Company would continue to be able to obtain the necessary quorum for its stockholders to be able to take action at both annual and special meetings of stockholders, in light of the recent decline in institutional holdings of the Company’s outstanding voting securities.

The foregoing description of the Amendment is qualified in its entirety by reference to the text of the Amendment, marked to show the changes, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

The disclosure provided under Item 3.03 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	EXHIBITS.
Exhibit No.	Description
3.1	Amendment to Third Amended and Restated Bylaws, effective March 10, 2022
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.

	CORENERGY INFRASTRUCTURE TRUST, INC.
Dated: March 14, 2022	By:	/s/ Robert L Waldron
		Robert L Waldron
		Chief Financial Officer

EX-3.1

Exhibit 3.1

AMENDMENT TO ARTICLE II, SECTION 6 OF

THE CORENERGY INFRASTRUCTURE TRUST, INC.

THIRD AMENDED AND RESTATED BYLAWS (REDLINED)

Section 6. QUORUM. The presence in person or by proxy of the holders of shares of stock of the Corporation entitled to cast a majorityone-third (1/3) of the votes entitled to be cast (without regard to class) shall constitute a quorum at any meeting of the stockholders, except with respect to any such matter that, under applicable statutes or regulatory requirements or the charter of the Corporation (the “Charter”), requires approval by a separate vote of one or more classes of stock, in which case the presence in person or by proxy of the holders of shares entitled to cast a majorityone-third (1/3) of the votes entitled to be cast by each such class on such a matter shall constitute a quorum.

If, however, such quorum shall not be present at any meeting of the stockholders, the chairman of the meeting shall have the power to adjourn the meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

The stockholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

XML

Cover Page Cover Page	Mar. 10, 2022
Document Information and Entities [Line Items]
Document Type	8-K
Document Period End Date	Mar. 10, 2022
Current Fiscal Year End Date	--12-31
Entity Registrant Name	CorEnergy Infrastructure Trust, Inc.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	20-3431375
Entity Address, Address Line One	1100 Walnut, Ste. 3350
Entity Address, City or Town	Kansas City,
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	64106
City Area Code	(816)
Local Phone Number	875-3705
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001347652
Entity File Number	001-33292
Common Stock
Document Information and Entities [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CORR
Security Exchange Name	NYSE
7.375% Series A Cumulative Redeemable Preferred Stock
Document Information and Entities [Line Items]
Title of 12(b) Security	7.375% Series A Cumulative Redeemable Preferred Stock
Trading Symbol	CORRPrA
Security Exchange Name	NYSE