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):
April 1, 2020
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
(Exact name of registrant as specified in charter)
| New Jersey | 000-25043 | 22-1697095 |
| (State or other jurisdiction of incorporation) | (Commission File Number) |
(IRS Employer Identification No.) |
| 505 Main Street, Hackensack, New Jersey | 07601 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (201) 488-6400
(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):
| ¨ | 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)) |
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. ¨
Section 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As previously disclosed, First Real Estate Investment Trust of New Jersey (the “Trust”) announced on March 31, 2020 that the Trust’s special meeting in lieu of annual meeting of shareholders (the “Special Meeting”) that is scheduled to be held on April 21, 2020 will be held solely as a “virtual” meeting webcast over the Internet, and not at any physical location, due to the significant public health concerns related to the coronavirus (COVID-19).
Consistent with this determination, on April 1, 2020, the Board of Trustees (the “Board”) of the Trust approved an amendment to the Trust’s Amended and Restated Declaration of Trust, as amended, to, among other things, (a) provide that the Board may determine, in its discretion, to permit shareholders to participate in, and be deemed present in person and vote at, any annual or special meeting of the Trust’s shareholders by means of remote communication, subject to such guidelines, restrictions and procedures as the Board may adopt, and (b) provide that, to the extent not prohibited by applicable law, and subject to such guidelines, restrictions and procedures as the Board may adopt, the Board may, in its discretion, determine that any annual or special meeting of the Trust’s shareholders shall not be held at any place, but may instead be held solely by means of remote communication.
A copy of the amendment to the Trust’s Amended and Restated Declaration of Trust is attached hereto as Exhibit 3.1.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| 3.1 | Amendment to Amended and Restated Declaration of Trust. |
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 hereunto duly authorized.
| FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY | ||
| (Registrant) | ||
| By: | /s/ Robert S. Hekemian, Jr. | |
| Robert S. Hekemian, Jr. | ||
| President and Chief Executive Officer | ||
Date: April 3, 2020
EXHIBIT INDEX
| Exhibit No. |
Description |
| 3.1 | Amendment to Amended and Restated Declaration of Trust. |
AMENDMENT TO AMENDED AND RESTATED
DECLARATION OF TRUST OF
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
The text of Article III, Section 3.1 of the Declaration of Trust, prior to the amendment thereof effected hereby, stated as follows:
“3.1 Annual Meeting and Special Meetings
(a) Shareholders’ annual meeting shall be held at the principal office of the Trust, or such other place as the Trustees may designate, on any business day during the period April 1st to April 15th, inclusive, of each year.
(b) A special meeting shall be called upon the request of a majority of the Trustees, giving shareholders not less than ten (10) days written notice of the time, place and purpose of the meeting.”
was amended to read as follows:
“3.1 Annual Meeting and Special Meetings
(a) Shareholders’ annual meeting shall be held at the principal office of the Trust, or such other place as the Trustees may designate, on any business day during the period April 1st to April 15th, inclusive, of each year.
(b) A special meeting shall be called upon the request of a majority of the Trustees, giving shareholders not less than ten (10) days written notice of the time, place and purpose of the meeting.
(c) In the sole discretion of the Trustees, and subject to such guidelines, restrictions and procedures as the Trustees may adopt, the Trustees may determine to permit shareholders not physically present at an annual or special meeting of shareholders to, by means of remote communication:
(i) Participate in an annual or special meeting of shareholders; and
(ii) Be deemed present in person and vote at an annual or special meeting of shareholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (1) the Trust shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder, (2) the Trust shall implement reasonable measures to provide shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (3) if any shareholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Trust.
(d) To the extent not prohibited by applicable law, and subject to such guidelines, restrictions and procedures as the Trustees may adopt, the Trustees may, in their sole discretion, determine that any annual or special meeting of the shareholders shall not be held at any place, but may instead be held solely by means of remote communication.
(e) To the extent not prohibited by applicable law, the Trustees may, in their sole discretion, and subject to such guidelines, restrictions and procedures as the Trustees may adopt, determine that the inspector of election for any annual or special meeting of the shareholders may attend and execute the duties of the inspector of election at such annual or special meeting by means of remote communication.”
Adopted as of: April 1, 2020