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): March 9, 2020
DIGITAL REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland |
001-32336 |
26-0081711 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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Four Embarcadero Center, Suite 3200 San Francisco, California |
94111 |
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(Address of principal executive offices) |
(Zip Code) |
(415) 738-6500
(Registrant’s telephone number, including area code)
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:
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Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
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Common Stock |
DLR |
New York Stock Exchange |
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Series C Cumulative Redeemable Perpetual Preferred Stock |
DLR Pr C |
New York Stock Exchange |
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Series G Cumulative Redeemable Preferred Stock |
DLR Pr G |
New York Stock Exchange |
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Series I Cumulative Redeemable Preferred Stock |
DLR Pr I |
New York Stock Exchange |
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Series J Cumulative Redeemable Preferred Stock |
DLR Pr J |
New York Stock Exchange |
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Series K Cumulative Redeemable Preferred Stock |
DLR Pr K |
New York Stock Exchange |
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Series L Cumulative Redeemable Preferred Stock |
DLR Pr L |
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. |
On March 9, 2020, Digital Realty Trust, Inc., a Maryland corporation (“DLR”), filed with the State Department of Assessments and Taxation of Maryland an amendment to DLR’s Articles of Amendment and Restatement (the “Articles of Amendment”), which increased the number of authorized shares of common stock, par value $0.01 per share, of DLR available for issuance from 315,000,000 shares to 392,000,000 shares, and which became effective as of that date. The foregoing summary is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
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Description |
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3.1 |
Amendment to Articles of Amendment and Restatement of Digital Realty Trust, Inc. |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
Date: March 9, 2020
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Digital Realty Trust, Inc. |
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By: |
/s/ JOSHUA A. MILLS |
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Joshua A. Mills |
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Executive Vice President, General Counsel and Secretary |
Exhibit 3.1
DIGITAL REALTY TRUST, INC.
ARTICLES OF AMENDMENT
Digital Realty Trust, 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 by deleting therefrom in their entirety the first two sentences of Section 5.1 of Article V and inserting in lieu thereof two new sentences to read as follows:
The Corporation has authority to issue 502,000,000 shares of stock, consisting of 392,000,000 shares of Common Stock, $.01 par value per share (“Common Stock”), and 110,000,000 shares of Preferred Stock, $.01 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $5,020,000.
SECOND: The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter was 425,000,000 shares of stock, consisting of 315,000,000 shares of Common Stock, $.01 par value per share, and 110,000,000 shares of Preferred Stock, $.01 par value per share. The aggregate par value of all authorized shares of stock having par value was $4,250,000.
THIRD: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 502,000,000 shares of stock, consisting of 392,000,000 shares of Common Stock, $.01 par value per share, and 110,000,000 shares of Preferred Stock, $.01 par value per share. The aggregate par value of all authorized shares of stock having par value is $5,020,000.
FOURTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not changed by the foregoing amendment of the Charter.
FIFTH: The foregoing amendment of the Charter was approved by a majority of the entire Board of Directors of the Corporation as required by law and was limited to a change expressly authorized by Section 2-105(a)(13) of the MGCL without any action by the stockholders of the Corporation.
SIXTH: The undersigned acknowledges 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 acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Executive Vice President, General Counsel and Secretary and attested to by its Chief Financial Officer on this 9th day of March, 2020.
| DIGITAL REALTY TRUST, INC. | ||
| By: |
/s/ Joshua A. Mills |
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| Name: | Joshua A. Mills | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| ATTEST: | ||
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/s/ Andrew P. Power |
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| Name: | Andrew P. Power | |
| Title: | Chief Financial Officer | |