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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Griffin Industrial Realty Inc    GRIF

GRIFFIN INDUSTRIAL REALTY INC

(GRIF)
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GRIFFIN INDUSTRIAL REALTY, INC. : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

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03/06/2019 | 03:34pm EDT

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

           Year.



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 reference.



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




(d) 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

© Edgar Online, source Glimpses

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