Brookfield Property REIT Inc.
Extract: Charter Amended/Restated (Plain English Desc) from a 8-K on 06/25/2019   Download
SEC Document
SEC Filing

On June 19, 2019, the Company held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) to vote on the proposals identified in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 30, 2019.

 

Among other proposals voted upon at the Annual Meeting were proposals to amend and restate the Company’s Third Amended and Restated Certificate of Incorporation to: (i) authorize a new class of capital stock known as  Class B-2 stock, par value $0.01 per share (the “Class B-2 Proposal”); (ii) reduce the rate of dividends payable on (a) the shares of the Company’s Class B-1 Stock, par value $0.01 per share (the “Class B-1 Stock”), from 10.0% per year of the liquidation amount per share (the “Class B Liquidation Amount”) to 6.5% per year of the Class B Liquidation Amount, effective as of June 26, 2019 and (b) the shares of the Company’s Series B Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), from 10.0% per year of the Class B Liquidation Amount to 8.65% per year of the Class B Liquidation Amount, effective as of June 26, 2019 (the “Rate Amendment Proposal”); (iii) clarify certain conversion mechanics relating to the Company’s Class A Stock, par value $0.01 per share (the “Class A Stock”), acquired by Brookfield Property Partners L.P. (“BPY”) or an affiliate of BPY (the “Conversion Amendment Proposal”); and (iv) eliminate the authorized common stock, par value $0.01 per share, and implement other ancillary amendments (the “Common Stock Amendment Proposal”, together with the Class B-2 Proposal, the Rate Amendment Proposal and the Conversion Amendment Proposal, the “Charter Amendment Proposals”).

 

The Charter Amendment Proposals were approved by the requisite vote of stockholders at the Annual Meeting.  The Fourth Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”) reflecting such Charter Amendment Proposals was filed with the Secretary of State of the State of Delaware on June 25, 2019 and pursuant to its terms will be effective as of June 26, 2019.