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BFS > SEC Filings for BFS > Form 8-K on 14-May-2013All Recent SEC Filings

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Form 8-K for SAUL CENTERS INC


14-May-2013

Change in Directors or Principal Officers, Amendments to Articles of Inc. or Byl


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of May 10, 2013 following the approval of its stockholders as described under Item 5.07 below, Saul Centers, Inc. (the "Company") amended its 2004 Stock Plan (the "Plan") to:

modify the provision limiting the number of shares of common stock of the Company issuable under the Plan to provide for a single, overall cap for all types of Plan awards instead of two separate limits applicable to stock option awards and stock awards, respectively;

increase the number of shares of common stock of the Company that are issuable under the Plan to a total of 2,200,000 shares from the existing limits of 1,000,000 shares pursuant to option awards and 200,000 shares pursuant to stock awards, respectively; add a provision that subjects awards granted under the Plan to any deduction or clawback that may be required under any law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement); and

extend the termination date of the Plan from 2018 to 2023;

all as set forth more fully in the Saul Centers, Inc. 2004 Stock Plan, as amended, filed herewith as Exhibit 10.(a), which is incorporated hereunder by reference.



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

On May 14, 2013, following the approval of its stockholders as described under Item 5.07 below, the Company amended its articles of incorporation to increase its authorized shares of both common and excess stock in each case from 30 million shares to 40 million shares. The articles of amendment are filed herewith as Exhibit 3.(a) and are incorporated hereunder by reference.



Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 10, 2013, the Company held its Annual Meeting of Stockholders, at which George P. Clancy Jr., General Paul X. Kelley, Charles R. Longsworth, Thomas H. McCormick and Patrick F. Noonan were reelected to the Board of Directors for three year terms expiring at the 2016 Annual Meeting. The terms of the remaining Board members did not expire as of the May 10, 2013 meeting, and those individuals continue as directors of the Company. Holders of 19,048,329 shares of the Company's common stock voted in person at the meeting or by proxy (representing 95.4% of the 19,973,598 shares eligible to vote) as follows:

                                     In Favor        Withheld        Not Voted
          George P. Clancy Jr.       17,604,162          90,097       1,354,070
          General Paul X. Kelley     17,595,448          98,811       1,354,070
          Charles R. Longsworth      17,595,033          99,226       1,354,070
          Thomas H. McCormick        15,285,565       2,408,694       1,354,070
          Patrick F. Noonan          17,595,189          99,070       1,354,070

The stockholders voted for the ratification of Ernst & Young as independent public accountants as follows:

In Favor Opposed Abstain 19,001,776 36,844 9,709


The stockholders voted to approve an amendment to the Company's articles of incorporation to increase the number of authorized shares of Company stock:

In Favor Opposed Abstain 18,834,756 182,987 30,586

The stockholders voted to approve certain amendments to the Company's 2004 Stock Plan:

In Favor Opposed Abstain Not Voted 14,288,368 3,376,126 29,765 1,354,070



Item 8.01. Other Events.

The Company posted on its web site, www.saulcenters.com, a presentation given by management at the Company's annual meeting of stockholders. The presentation is Exhibit 99. (a) to this current report on Form 8-K.



Item 9.01. Financial Statements and Exhibits.

 3.(a)     Articles of Amendment to First Amended and Restated Articles of Incorporation

10.(a)     Saul Centers, Inc. 2004 Stock Plan, as amended

99.(a)     Annual Meeting Presentation


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