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): November 10, 2016
Medical Properties Trust, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 001-32559 | 20-0191742 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
1000 Urban Center Drive, Suite 501, Birmingham, AL 35242
(Address of principal executive offices) (Zip code)
(205) 969-3755
(Registrant’s telephone number, including area code)
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)) |
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 10, 2016, the Board of Directors of Medical Properties Trust, Inc. (the “Company”) amended the Company’s Second Amended and Restated Bylaws, effective as of November 10, 2016, to provide that no individual may be nominated to serve as a director of the Company if he or she has reached the age of seventy-two (72) years old.
The foregoing description of the amendment to the Company’s bylaws is qualified in its entirety by reference to the copy of such amendment attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Amendment to Second Amended and Restated Bylaws of Medical Properties Trust, Inc. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.
| MEDICAL PROPERTIES TRUST, INC. | ||
| By: | /s/ R. Steven Hamner | |
| Name: | R. Steven Hamner | |
| Title: | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |
Date: November 16, 2016
EXHIBIT INDEX
| Exhibit |
Description | |
| 3.1 | Amendment to Second Amended and Restated Bylaws of Medical Properties Trust, Inc. | |
Exhibit 3.1
AMENDMENT TO
SECOND AMENDED AND RESTATED
BYLAWS
OF
MEDICAL PROPERTIES TRUST, INC.
Article II, Section 2.04 of the Second Amended and Restated Bylaws of Medical Properties Trust, Inc. is hereby amended as follows:
“SECTION 2.04 Qualification. Directors need not be a stockholders of the Corporation. Unless waived by a
vote of the Board of Directors,No individual may be nominated to serve as a director of the Corporation if he has reached the age of seventy-five (75) seventy-two (72) years; at the time of
electionprovided that a current director who has attained seventy-two (72) years of age may continue to serve until the next annual meeting at which such director’s term will expire.”
Effective as of November 10, 2016