Summary
Digital Realty Trust, Inc. (DLR) filed an 8-K on March 7, 2018, disclosing an amendment to its corporate bylaws, effective March 2, 2018. The primary change involves the process for stockholders to amend the company's bylaws. The Board of Directors has updated Article XV to allow stockholders, under specific conditions, to submit binding proposals for bylaw amendments.
Key Highlights
- 1Effective March 2, 2018, Digital Realty Trust, Inc. adopted Seventh Amended and Restated Bylaws.
- 2Key amendment updates Article XV concerning the process for amending bylaws.
- 3Stockholders can now propose binding amendments to the bylaws.
- 4A stockholder or a group of up to ten stockholders must hold at least 3% of outstanding common stock for at least three years (Ownership Threshold) to submit a binding proposal.
- 5The Board of Directors believes this Ownership Threshold ensures meaningful stockholder engagement.
- 6Specific provisions regarding the indemnification of directors/officers (Article XII) and the bylaw amendment procedure itself (Article XV) cannot be altered or repealed by stockholder proposals without Board approval.
Frequently Asked Questions
The main purpose is to update the process by which stockholders can amend the company's bylaws. It now allows for binding proposals from stockholders who meet certain ownership and holding period requirements.
A stockholder, or a group of up to ten stockholders, must collectively hold at least 3% of the outstanding shares of the company's common stock for at least three consecutive years. This is referred to as the 'Ownership Threshold'.
Yes, stockholder proposals cannot, without Board approval, alter or repeal Article XII (which covers indemnification of directors and officers) or Article XV (which addresses the procedures for amending the bylaws itself).
The Board of Directors believes that the established Ownership Threshold ensures that only stockholders who demonstrate a significant and sustained stake in the company have the ability to propose binding amendments to the bylaws, thereby encouraging meaningful engagement.