Electronic income

INLAND REAL ESTATE INCOME TRUST, INC. : Amendments to the articles of association or regulations; Change of fiscal year, financial statements and supporting documents (Form 8-K)

Section 5.03 Amendments to Articles of Incorporation or Bylaws; Change of fiscal year.

On April 25, 2022the board of directors of Inland Real Estate Income Trust, Inc. (the “Company”) has approved and adopted the Third Amended and Restated Articles of the Company to modernize and update the Articles of the Company to (1) conform them to the amendments made to the Charter of the Company in January 2022(2) offer the flexibility allowed by Maryland law for companies incorporated in Maryland and (3) amend them to more closely resemble the rules of other unlisted real estate investment trusts (REITs) that are not required to comply with the REIT Guidelines of the North American Association of Securities Administrators. The third amended and reformulated statutes entered into force as soon as they were adopted by the Board of Directors. The third amended and updated bylaws include, among other things, the following changes:

Article II (Shareholder meetings) has been updated and replaced by:

         •  change the requirements and procedures for stockholder-requested
            special meetings to provide, among other things, that the written
            request of stockholders entitled to cast not less than a majority of
            all the votes entitled to be cast may require that a special meeting
            be called (formerly stockholders holding in the aggregate not less
            than ten percent of the outstanding shares of the common stock
            entitled to vote on such matter at such meeting could call a special
            meeting);


         •  add sections governing the requirements for a stockholder notice
            requesting a special meeting of stockholders, the timing of special
            meetings, the revocation of a request to call a special meeting and
            the appointment and authority of an inspector of elections to review
            special meeting requests received from stockholders;


         •  provide that notice of a stockholder meeting may be provided by
            electronic transmission or by any other means of delivery permitted by
            Maryland law;


         •  change the voting standard to elect a director so that a plurality of
            all the votes cast at a meeting of stockholders duly called and at
            which a quorum is present shall be sufficient (under the Second
            Amended and Restated Bylaws the voting standard required the vote of a
            majority of the shares of common stock present at the meeting);


         •  explain that any stockholder nominating individuals for election to
            the board or proposing other business at a special meeting of
            stockholders must have been a record holder at the time of giving
            notice and as of the record date of the special meeting and must also
            be a record holder at the time of the special meeting;


         •  change the timing generally required for any nomination or other
            business to be properly brought before an annual meeting by a
            stockholder, by providing that the stockholder must have given timely
            notice thereof not earlier than the 150th day nor later than 5:00
            p.m., Central Time, on the 120th day prior to the first anniversary of
            the date of the proxy statement for the preceding year's annual
            meeting (under the Second Amended and Restated Bylaws notice had to be
            provided not earlier than the 120th day nor later than the 90th day
            prior to the anniversary of the date of the proxy statement);


         •  change the timing required for any nomination or other business to be
            properly brought before an annual meeting by a stockholder when the
            meeting date has been advanced or delayed by more than 30 days from
            the anniversary date of the prior year's annual meeting, by providing
            that the stockholder must have given timely notice thereof not earlier
            than the 150th day nor later than 5:00 p.m., Central Time, on the
            later of the 120th day prior to the date of such annual meeting, as
            originally convened, or the tenth day following the day on which
            public announcement of the date of such meeting is first made (under
            the Second Amended and Restated Bylaws notice had to be provided not
            earlier than the 120th day nor later than the later of the 90th day
            prior to the date of the annual meeting or the tenth day following
            public announcement);


         •  adding disclosures required to be included in a stockholder's notice
            of any nomination or other business to be brought before an annual
            meeting, such as disclosures of certain interests in the Company's
            securities and certain transactions of the stockholder and persons
            associated with the stockholder such as specified types of hedging and
            derivative transactions and the names and addresses of people who
            contacted or who were contacted by the stockholder; and


         •  explicitly permit the board or the chairman of a stockholder meeting
            to permit participation by conference telephone or other
            communications equipment and solely by means of remote communication
            in any manner permitted by Maryland law.

Article III (Directors) has been amended as follows:

         •  change the required number of directors to be no more than 15 and not
            less than the minimum number required by the Maryland General
            Corporation Law (under the Second Amended and Restated Bylaws the
            required number of directors was not more than 11 nor less than
            three); and


         •  provide that the board may at its option, but need not, designate a
            chairman of the board.

————————————————– ——————————

Article VII (Indemnification and Insurance) has been amended as follows:

         •  remove the reference to "Indemnification" in the heading of Article
            VII and delete the provisions that governed the ability of the Company
            to indemnify its directors, officers employees and agents under the
            Second Amended and Restated Bylaws.

Article IX (Exclusive forum for certain disputes) has been added to

         •  designate the Circuit Court for Baltimore City, Maryland (or if such
            court lacks jurisdiction, the United States District Court for the
            District of Maryland, Northern Division) as the sole and exclusive
            forum for certain legal actions, unless the Company consents in
            writing to the selection of an alternative forum.

The above description of certain provisions of the Third Amended and Restated Articles does not purport to be complete, does not address each section that has been amended, and is qualified in its entirety by reference to the full text of the Third Amended and Restated Articles filed as Exhibit 3.1 of this Form 8-K, which is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits.

Exhibit No. Description
3.1           Third Amended and Restated Bylaws of the Company,
            effective April 25, 2022
104         Cover Page Interactive Data File (embedded within Inline
            XBRL document).



————————————————– ——————————

© Edgar Online, source Previews