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): February 13, 2014
NATIONAL RETAIL PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 001-11290 | 56-1431377 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 450 South Orange Avenue Suite 900 Orlando, Florida |
32801 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (407) 265-7348
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):
| ¨ | 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 February 13, 2014, the Board of Directors (the “Board”) of National Retail Properties, Inc. (the “Company”) adopted amendments to the Company’s Third Amended and Restated Bylaws (the “Bylaws”) that establish a majority voting standard for directors in uncontested elections. Article II, Section 7 of the Bylaws now provides that, in elections where the number of director nominees does not exceed the number of directors to be elected, each director will be elected by the affirmative vote of a majority of the votes cast with respect to that director. Prior to the adoption of the amendment, directors were elected by a plurality of the votes cast, whether or not the election was contested. The Bylaws retain a plurality voting standard for directors in contested elections. The amendments took effect on February 13, 2014.
The foregoing description is qualified in its entirety by reference to the full text of the amendment, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.
Additionally, the Board adopted a policy to implement the majority voting principles in the Bylaw amendments. Under the Board’s new policy, incumbent director nominees who do not receive the affirmative vote of a majority of the votes cast in an uncontested election are expected to offer their resignations to the Board. The Governance and Nominating Committee of the Board (the “Committee”) will review and make a recommendation to the Board as to whether to accept or reject any such resignation within 90 days after certification of the election results. The Company will publicly disclose the Committee’s determination regarding any such tendered resignation and the rationale behind the decision in a current report on form 8-K filed with the Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 3.1 | Third Amendment to the Third Amended and Restated Bylaws of National Retail Properties |
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.
| NATIONAL RETAIL PROPERTIES, INC. | ||
| By: | /s/ Kevin B. Habicht | |
| Name: | Kevin B. Habicht | |
| Title: | Executive Vice President, Chief Financial Officer, Assistant Secretary and Treasurer | |
Dated: February 14, 2014
Exhibit 3.1
THIRD AMENDMENT TO THE
THIRD AMENDED AND RESTATED BYLAWS OF
NATIONAL RETAIL PROPERTIES, INC.
(adopted on February 13, 2014)
Article II, Section 7 of the Third Amended and Restated Bylaws of National Retail Properties, Inc., as amended, is hereby deleted in its entirety and replaced with the following:
“Section 7. Voting. Each director to be elected by the stockholders of the Corporation shall be elected by the affirmative vote of a majority of the votes cast with respect to such nominee by the holders of shares represented and entitled to vote therefor at a meeting of the stockholders for the election of directors at which a quorum is present (an “Election Meeting”); provided, however, that if the Board determines that the number of nominees exceeds the number of directors to be elected at such meeting, and the Board has not rescinded such determination by the record date for the Election Meeting as initially announced, each of the directors to be elected at the Election Meeting shall be elected by the affirmative vote of a plurality of the votes cast by the holders of shares represented and entitled to vote at such meeting with respect to the election of such director. Each share of stock may be voted for as many individuals as there are Directors to be elected and for whose election the shares of stock are entitled to be voted. When a quorum is present at any meeting, the vote of the holders of a majority of the votes cast shall decide any other question brought before such meeting, unless more than a majority of the votes cast is required herein or by statute or by the Articles of Incorporation.”