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) : May 30, 2023
FOUR CORNERS PROPERTY TRUST, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 001-37538 | 47-4456296 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
591 Redwood Highway, Suite 3215, Mill Valley, California 94941
(Address of principal executive offices, including zip code)
(415) 965-8030
(Registrant’s telephone number, including area code)
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 |
Name of Exchange on Which Registered | ||
| Common Stock, $0.0001 par value per share | FCPT | 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 May 30, 2023, the Board approved and adopted an amendment (the “Amendment”) to the Company’s Second Amended and Restated Bylaws (the “Bylaws”) to remove Article XV, which provision had designated the Circuit Court for Baltimore City, Maryland, (the “Maryland Circuit Court”) or, if the Maryland Circuit Court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, as the exclusive forum for certain legal actions involving the Company. As a result of the Amendment, the Bylaws no longer contain an exclusive forum provision.
The foregoing general description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment attached hereto as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Exhibit Description | |
| 3.1 | First Amendment to the Second Amended and Restated Bylaws of Four Corners Property Trust, Inc. | |
| 104 | Cover Page Interactive Data File (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.
| FOUR CORNERS PROPERTY TRUST, INC. | ||
| By: | /s/ JAMES L. BRAT | |
| James L. Brat Chief Operations Officer and Secretary | ||
Date: May 31, 2023
Exhibit 3.1
FIRST AMENDMENT
TO THE
SECOND AMENDED AND RESTATED BYLAWS
OF
FOUR CORNERS PROPERTY TRUST, INC.
The Board of Directors of Four Corners Property Trust, Inc., a Maryland corporation (the “Corporation”), by unanimous consent given in writing or by electronic transmission in lieu of holding a meeting and in accordance with the Maryland General Corporation Law and the Second Amended and Restated Bylaws of the Corporation, adopted as of March 9, 2023 (the “Bylaws”), approved and adopted as of May 30, 2023 the following amendments to the Bylaws to be effective as of May 30, 2023:
| 1. | Article XV of the Bylaws (Forum for Adjudication of Disputes) is hereby deleted in its entirety. |
| 2. | Article XVI of the Bylaws (Miscellaneous) is hereby re-numbered sequentially as Article XV. |