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HME > SEC Filings for HME > Form 8-K on 3-Feb-2014All Recent SEC Filings

Show all filings for HOME PROPERTIES INC

Form 8-K for HOME PROPERTIES INC


3-Feb-2014

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


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

On February 1, 2014, at a regular meeting of the Board of Directors of Home Properties, Inc. (the "Company"), the Board unanimously adopted amended and restated bylaws for the Company, to be effective immediately. The principal change contained in the Third Amended and Restated Bylaws of the Company revises the voting for election of directors from the statutory default of plurality voting to a requirement that each director be elected by 50% or more of the votes cast. See Section 1.07 of the Third Amended and Restated Bylaws filed with this Current Report as Exhibit 3.2.

A director who does not receive a majority vote (a holdover director under Maryland law) is required to tender his or her resignation to the Board of Directors. The Board's Nominating/Corporate Governance Committee will consider the circumstances and make a recommendation to the full Board as to whether to accept or reject the resignation. The Board will make a determination and, within 90 days after the certification of the votes in the election of directors, publicly disclose its decision regarding the tendered resignation and the rationale for its decision. The public announcement may be in the form of a press release, a filing with the Securities and Exchange Commission or another widely disseminated communication.

In the event the resignation of a director who receives less than a majority vote is accepted, the Board may either fill the vacancy created or reduce the size of the Board of Directors, each as provided in the Bylaws. If the event the resignation is not accepted, the director will serve until the next annual meeting of shareholders and until his or her successor is elected, or until the director's earlier resignation or removal.

Other changes contained in the Third Amended and Restated Bylaws include:
certain conforming changes to implement the majority voting provision, additional language empowering the Presiding Officer for any meeting of shareholders to prescribe rules and procedures for the conduct of the meeting in his or her discretion, removing outdated provisions, conforming the definition of "Independent Director" to the applicable criteria for independence of the Securities and Exchange Commission and any national securities exchange on which the securities of the Company are listed for trading, adding to the descriptions of the Audit Committee and the Compensation Committees of the Board of Directors the requirement for charters conforming to applicable regulations of the Securities and Exchange Commission and any national securities exchange on which the securities of the Company are listed for trading, and other changes to conform the Bylaws to the current operations of the Company.

The Third Amended and Restated Bylaws, as adopted on February 1, 2014, are filed as Exhibit 3.2 to this Current Report on Form 8-K. The foregoing summary is qualified by reference to the full text of the Third Amended and Restated Bylaws. For the convenience of shareholders, a copy of the Third Amended and Restated Bylaws marked to show the changes from the Second Amended and Restated Bylaws as amended through January 31, 2014, is furnished as Exhibit 99.1 to this Current Report.


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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.2 Third Amended and Restated Bylaws of Home Properties, Inc., adopted on February 1, 2014

*99.1 Third Amended and Restated Bylaws of Home Properties, Inc., marked to show changes from the Second Amended and Restated Bylaws, as amended

*Furnished


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