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): July 27, 2021
UDR, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
Maryland |
|
1-10524 |
|
54-0857512 |
|
(State or other jurisdiction |
|
(Commission |
|
(I.R.S. Employer |
|
of incorporation) |
|
File Number) |
|
Identification No.) |
|
|
|
|
|
|
|
1745 Shea Center Drive, Suite 200,
|
|
|
|
80129 |
|
(Address of principal executive offices) |
|
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (720) 283-6120
Not Applicable
Former name or former address, if changed since last report
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))
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
Common Stock, par value $0.01 |
UDR |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective July 27, 2021, UDR, Inc. (the “Company”) amended Section 5.1 of its Articles of Restatement (the “Charter”) to increase the number of authorized shares of the Company’s common stock, par value $0.01 per share, from 350,000,000 to 450,000,000, by filing Articles of Amendment with the State Department of Assessments and Taxation of the State of Maryland on July 27, 2021 (the “Articles of Amendment”).
The foregoing description of the Articles of Amendment is qualified in its entirety by reference to the copy of the Articles of Amendment filed as Exhibit 3.1 to this Form 8-K, which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
|
|
Ex. No. |
|
Description |
|
3.1 |
|
|
|
104 |
|
Cover Page Interactive Data File – The cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
UDR, Inc. |
||
|
|
|
|
|
|
|
July 29, 2021 |
|
By: |
|
/s/ Joseph D. Fisher |
|
|
|
|
|
Joseph D. Fisher |
|
|
|
|
|
Senior Vice President and Chief Financial Officer |
|
|
|
|
|
(Principal Financial Officer) |
Exhibit 3.1
UDR, INC.
ARTICLES OF AMENDMENT
UDR, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Charter of the Corporation (the “Charter”) is hereby amended as follows:
Section 5.1 of the Charter is hereby deleted in its entirety and replaced with:
Section 5.1 Authorized Shares. The Corporation shall have the authority to issue 450,000,000 shares of Common Stock having a par value of $0.01 per share (“Common Stock”), 50,000,000 shares of preferred stock without par value (“Preferred Stock”) and 300,000,000 shares of Excess Stock having a par value of $0.01 per share. The aggregate par value of all authorized shares of stock having a par value is $7,500,000. If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to Section 5.2(b) or 5.3, the number of shares of the former class shall be automatically decreased and the number of shares of the later class shall be automatically increased, in each case by the number of shares so classified or reclassified, as the case may be, so that the aggregate number of shares of all classes that the Corporation has authority to issue shall not be more than the total number of shares set forth in the first sentence of this Article V. To the extent permitted by Maryland law, the Board of Directors (“Board”), with the approval of a majority of the entire Board and without any action by the stockholders, may amend this Charter from time to time to (a) increase or decrease the aggregate number of shares of stock of the Corporation, (b) increase or decrease the number of shares of any class or series that the Corporation has the authority to issue, or (c) classify or reclassify any unissued shares by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms and conditions of redemption of such shares.
SECOND:
| (a) | As of immediately before the amendment the total number of shares of stock of all classes which the Corporation had authority to issue was 700,000,000 shares, of which 350,000,000 shares were Common Stock having a par value of $0.01 per share, 50,000,000 were Preferred Stock without par value, and 300,000,000 shares were Excess Stock having a par value of $0.01 per share. |
| (b) | As amended the total number of shares of stock of all classes which the Corporation has authority to issue is 800,000,000, of which 450,000,000 shares are Common Stock having a par value of $0.01 per share, 50,000,000 are Preferred Stock without par value, and 300,000,000 are Excess Stock having a par value of $0.01 per share. |
| (c) | The aggregate par value of all shares having a par value is $6,500,000 before the amendment and $7,500,000 as amended. |
| (d) | The shares of stock of the Corporation are divided into classes, but the descriptions of each class of stock of the Corporation are not changed by the amendment. |
THIRD: The foregoing amendment to the Charter has been approved by a majority of the entire Board of Directors of the Corporation, and the amendment is limited to changes expressly authorized by the Maryland General Corporation Law to be made without action by the stockholders.
FOURTH: The undersigned Senior Vice President – Chief Financial Officer of the Corporation and the undersigned Senior Vice President – General Counsel and Assistant Secretary of the Corporation, acknowledge these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned Senior Vice President – Chief Financial Officer of the Corporation, and the undersigned Senior Vice President – General Counsel and Assistant Secretary of the Corporation, acknowledge that to the best of their knowledge, information and belief, these matters and facts are true in all material respects and this statement is made under the penalties of perjury.
IN WITHNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Senior Vice President – Chief Financial Officer and attested to by its Senior Vice President – General Counsel and Assistant Secretary on this 27th day of July, 2021.
|
|
|
|
|
|
|
|
|
|
|
UDR, INC., a Maryland corporation |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Joseph D. Fisher |
|
|
|
|
|
|
Joseph D. Fisher |
|
|
|
|
|
|
Senior Vice President – Chief |
|
|
|
|
|
|
Financial Officer |
|
|
|
|
|
|
|
|
|
Attest: July 27, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
By: |
/s/ David G. Thatcher |
|
|
|
|
|
|
David G. Thatcher |
|
|
|
|
|
|
Senior Vice President – General Counsel and |
|
|
||
|
|
Assistant Secretary |
|
|
|
|