Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On and effective March 4, 2019, the Board of Directors (the "Board") of Griffin
Industrial Realty, Inc. ("Griffin" or the "Registrant") amended and restated
Griffin's Amended and Restated Bylaws (as so amended and restated, the "Amended
Bylaws") to adopt a majority voting standard for uncontested director elections
and to make certain other technical and conforming revisions.
Under the majority voting standard, which is described in Article II, Section
2.9 of the Amended Bylaws, in uncontested director elections, a nominee for
director will be elected to the Board if the votes cast for such nominee's
election exceed the votes cast against such nominee's election (with abstentions
not counted as a vote cast either for or against that nominee's election). The
Amended Bylaws retain plurality voting for contested director elections.
Previously, the Griffin's Amended and Restated Bylaws provided that any election
of directors by stockholders, whether contested or uncontested, was determined
by a plurality of the votes cast.
The Amended Bylaws also provides, under Article II, Section 2.5(c), that a
stockholder's notice of a nomination of a director must include a statement
whether the proposed nominee, if elected, intends to tender, promptly following
such person's failure to receive the required vote for election as a director at
any subsequent meeting at which such person is nominated for re-election, a
resignation that will become effective upon the acceptance of such resignation
by the Board.
The foregoing description of the amendments contained in the Amended Bylaws is
qualified in its entirety by reference to the full text of the Amended Bylaws, a
copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by
Item 8.01. Other Events.
On and effective March 4, 2019, in connection with the adoption of the Amended
Bylaws, the Board also adopted a Director Resignation Policy (the "Resignation
Policy"). Under the Resignation Policy, a director nominee who does not receive
the required majority vote for election or re-election (a "Subject Director")
must promptly tender his or her resignation to the Board that will become
effective upon acceptance of such resignation by the Board. The Nominating
Committee of the Board (the "Nominating Committee") or, if one or more of the
members of the Nominating Committee is a Subject Director or if the Board
determines that a committee other than the Nominating Committee should recommend
whether to accept the Subject Director's resignation, a committee consisting
solely of independent directors who are not Subject Directors, will then make a
recommendation to the Board as to whether the Board should accept or reject the
Subject Director's resignation. In accordance with the terms of the Resignation
Policy, the Board will decide whether to accept or reject the tendered
resignation or take other action regarding such resignation within 90 days from
the date of the certification of the election results. The Company will promptly
disclose the Board's decision in a Form 8-K.
The foregoing summary of the Resignation Policy is qualified in its entirety by
reference to the full text of the Resignation Policy, a copy of which is
attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
Exhibit Number Description
3.1 Amended and Restated Bylaws of Griffin Industrial Realty, Inc.
(as amended and restated
effective March 4, 2019)
99.1 Griffin Industrial Realty, Inc. Director Resignation Policy as
of March 4, 2019
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