Maryland (State or other jurisdiction of incorporation or organization ) |
20-0191742 (I. R. S. Employer Identification No.) |
1000 Urban Center Drive, Suite 501 Birmingham, AL (Address of principal executive offices) |
35242 (Zip Code) |
| the deletion of the requirement that annual meetings be held in May of each year; | ||
| the clarification that the advance notice procedures apply to all stockholder proposals and nominations; | ||
| the expansion of information required to be provided by stockholders submitting proposals or director nominations to include the disclosure of synthetic positions or other types of derivatives; | ||
| revisions to provisions relating to special meetings requested by stockholders, including: |
| requiring a majority of all votes entitled to be cast to call a special meeting; | ||
| requiring the requesting stockholders pay the Companys costs of holding the special meeting, including the costs of preparing and mailing proxy materials; and | ||
| allowing election of directors at special meetings of stockholders only if the Board of Directors has so determined. |
| the clarification that the Company may postpone a meeting of stockholders by announcement prior to the start of the meeting should the need arise; | ||
| the clarification that the presiding officer at a meeting of stockholders will be the sole arbiter of procedural matter, including restricting admission after the meetings start time, limiting attendance to stockholders of record or their proxies, limiting the time allotted to questions or comments, maintaining order and removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines; | ||
| revisions to the provision relating to director resignations to allow a resignation of a director to provide that it will be effective on the occurrence of a future event; | ||
| the clarification that attendance at a meeting of the Board of Directors for the express purposes of objecting that the meeting was not lawfully called or convened shall not constitute a waiver of notice; | ||
| the addition of a provision that provides that when a quorum is present at the beginning of a meeting of the Board of Directors, but enough directors have withdrawn to leave less than a quorum, the remaining directors may continue to transact business, but any action taken on behalf of the Board of Directors will require a majority of that number of directors necessary to constitute a quorum at such meeting; | ||
| the clarification that unanimous consent by directors may be given in writing or by electronic transmission; | ||
| the clarification that the Board of Directors may change the membership or fill any vacancy on a committee; | ||
| the clarification that the Board of Directors has the power to ratify any past actions or inactions by the Company, provided the matter could have been originally authorized by the Board of Directors; | ||
| the addition of provisions to address situations where shares might be issued or transferred without certificates; | ||
| the addition of provisions that provide that subsequent amendment of the indemnification and advancement of expenses provisions may not adversely affect the rights of directors or officers with respect to events or actions occurring prior to the amendment; and | ||
| the addition of limited liability companies to the list of entities as to which a director or officer may be indemnified for serving as a director, officer or other responsible person at the request of the Company. |
Exhibit Number | Description | |||
3.1 | Second Amended and Restated Bylaws of Medical Properties Trust, Inc. |
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MEDICAL PROPERTIES TRUST, INC. (Registrant) |
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By: | /s/ R. Steven Hamner | |||
R. Steven Hamner | ||||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
3
Exhibit Number | Description | |||
3.1 | Second Amended and Restated Bylaws of Medical Properties Trust, Inc. |
4