0000906345December 31false00009063452021-02-022021-02-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 2, 2021
CAMDEN PROPERTY TRUST
(Exact name of Registrant as Specified in Charter)
| | | | | | | | |
| TX | 1-12110 | 76-6088377 |
(State or Other Jurisdiction of
Incorporation) | (Commission File Number) | (I.R.S. Employer
Identification Number) |
11 Greenway Plaza, Suite 2400, Houston, TX 77046
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 354-2500
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Shares of Beneficial Interest, $.01 par value | CPT | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant of Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 2, 2021, Camden Property Trust (the "Company") adopted the Fifth Amended and Restated Bylaws of the Company (the “Bylaws”) to add a proxy access provision. A new Section 3.5 of the Bylaws permits a shareholder, or group of up to 20 shareholders, owning 3% or more of the Company’s outstanding common shares continuously for at least three years, to include in the Company’s annual meeting proxy materials trust manager nominations for up to 20% of the seats on the Company’s Board of Trust Managers. The Bylaws also contain changes of a technical or conforming nature to several other sections. The foregoing summary of the proxy access provisions is subject to the additional eligibility, procedural and disclosure requirements set forth in Section 3.5 of the Bylaws, and the foregoing description of the Bylaws is qualified in its entirety by reference to a copy of the Bylaws filed as Exhibit 3.1 to this Form 8-K, which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit Number | Title |
| |
| Fifth Amended and Restated Bylaws of Camden Property Trust, effective February 2, 2021. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: February 2, 2021 | | | | CAMDEN PROPERTY TRUST |
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| | By: | /s/ Michael P. Gallagher |
| | | | Michael P. Gallagher |
| | | | Senior Vice President — Chief Accounting Officer |