Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Third Amended and Restated Bylaws
On September 20, 2021, the Board of Directors (the "Board") of InvenTrust
Properties Corp. ("InvenTrust" or the "Company") approved to amend and restate
the bylaws of the Company effective as of, and conditioned upon, the listing of
the Company's common stock on the New York Stock Exchange (the "NYSE"). On
October 12, 2021, the Company's common stock began trading on the NYSE under the
symbol "IVT" (the "NYSE Listing"). Upon the NYSE Listing, the Third Amended and
Restated Bylaws (the "Amended Bylaws") became effective and were amended to,
among other things, add "proxy access," a means for the Company's stockholders
to include stockholder-nominated director candidates in the Company's proxy
materials for annual meetings of stockholders. A new Section 13 of Article II of
the Amended Bylaws now permits a stockholder, or group of no more than 20
stockholders, owning at least 3% or more of the Company's outstanding common
stock continuously for at least three years, to include in the Company's annual
meeting proxy materials, director nominations for the greater of two directors
or 20% of the seats on the Board, provided that the stockholder or group of
stockholders and the director nominee(s) satisfy the eligibility, procedural and
disclosure requirements in the proxy access bylaw. The amendments to the Amended
Bylaws also include certain conforming changes to the current provision
governing stockholder director nominations. Stockholder nominees must be
independent and stockholders will not be entitled to utilize the proxy access
process for an annual meeting of stockholders if the Company receives notice
through its advance notice bylaw provision set forth in Article II, Section 9 of
the Amended Bylaws that a stockholder intends to nominate a director at such
meeting. An eligible stockholder may also include a written statement of 500
words or less in support of the candidacy of the proposed stockholder
nominee(s).
The Amended Bylaws also include (i) a new Section 12 of Article II that
clarifies the procedures for holding virtual stockholder meetings and
(ii) technical revisions to Articles IX (Exclusive Forum for Certain Litigation)
made to more closely track the Maryland General Corporation Law.
The summary above is qualified in its entirety by reference to the full text of
the Amended Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form
8-K, and is incorporated herein by reference.
MUTA Opt-Out
On October 12, 2021, following the Company's NYSE Listing, the Company filed
articles supplementary (the "Articles Supplementary") with the State Department
of Assessments and Taxation of Maryland, which prohibits the Company from
unilaterally electing to be subject to Section 3-803 of Title 3, Subtitle 8 of
the Maryland General Corporation Law (the "MGCL"), commonly referred to as the
Maryland Unsolicited Takeovers Act ("MUTA"). As a result of the Articles
Supplementary and the Board's previously adopted resolutions on September 20,
2021, the Company is prohibited from electing to be subject to Section 3-803 of
the MGCL, which would permit InvenTrust to classify its Board without
stockholder approval, and such prohibition may not be repealed unless a proposal
to repeal such prohibition is approved by the affirmative vote of at least a
majority of the votes cast on the matter by the Company's stockholders.
The summary above is qualified in its entirety by reference to the full text of
the Articles Supplementary, which is filed as Exhibit 3.2 to this Current Report
on Form 8-K, and is incorporated herein by reference.
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Item 8.01 Other Events.
On October 12, 2021, the Company issued a press release announcing, among other
things, the commencement of trading of the Company's common stock on the NYSE.
A copy of the Company's press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
3.1 Third Amended and Restated Bylaws of InvenTrust Properties Corp.
3.2 Articles Supplementary of InvenTrust Properties Corp, dated
October 12, 2021
99.1 Press Release, dated October 12, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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