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BRE > SEC Filings for BRE > Form 8-K on 9-Apr-2013All Recent SEC Filings

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Form 8-K for BRE PROPERTIES INC /MD/


9-Apr-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financia


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously reported, on December 19, 2012, our Board of Directors (the "Board") approved the amendment and restatement of our second amended and restated bylaws, pursuant to Third Amended and Restated Bylaws of BRE Properties Inc. (the "Third Bylaws"). The bylaw amendments made pursuant to the Third Bylaws included, among other things, an increase in the required threshold for stockholders to call a special meeting, from 25% of the votes entitled to be cast at such meeting to a majority of the votes entitled to be cast.

The amendments included in the Third Bylaws involved a comprehensive overall modernization of the Company's bylaws and were designed to bring these provisions generally in line with the current governance provisions of a significant majority of publicly-traded real estate investment trusts, as well as several of our direct multi-family REIT peers. The Company's bylaws had not previously undergone significant revision in several decades.

In response to investor feedback regarding the increase in the required threshold for stockholders to call a special meeting, and as part of the Board's ongoing commitment to maintain a strong shareholder-friendly corporate governance structure, on April 4, 2013, the Board approved an amendment to the Third Bylaws (the "First Amendment to the Third Bylaws") to reduce the required threshold from a majority of the votes entitled to be cast at such meeting, to 25% of the votes entitled to be cast.

In addition, the Board committed to adopt promptly a corporate governance policy to provide that the Board shall not take action to increase the required threshold for stockholders to call a special meeting above 25% without the prior approval of at least a majority of the votes cast in favor of such action at a meeting of stockholders duly called and at which a quorum is present.

The foregoing description of our First Amendment to the Third Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of our First Amendment to Third Bylaws filed as Exhibit 3.1 hereto and incorporated herein by reference.



ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number       Description

3.1          First Amendment to Third Amended and Restated Bylaws of BRE
             Properties, Inc.


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