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 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 14, 2020
 
KITE REALTY GROUP TRUST
(Exact name of registrant as specified in its charter)
 
Maryland
1-32268
11-3715772
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification Number)
      
30 S. Meridian Street
Suite 1100
Indianapolis, IN 46204
(Address of principal executive offices) (Zip Code)

(317) 577-5600
(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 (see General Instruction A.2. below):

☐ 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
 
Common Shares, $0.01 par value per share
KRG
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

Charter Amendment

On May 18, 2020, Kite Realty Group Trust (the “Company”) filed Articles of Amendment (the “Charter Amendment”) to its Articles of Amendment and Restatement of Declaration of Trust (as amended, the “Charter”) with the Maryland State Department of Assessments and Taxation to provide that the Company’s Bylaws may be amended by the Board of Trustees or by the Company’s shareholders upon an affirmative vote of a majority of all votes entitled to be cast on the matter at a meeting of shareholders duly called and at which a quorum is present. As disclosed below, the Charter Amendment was approved by the shareholders of the Company at the Company’s 2020 annual meeting of shareholders held on May 14, 2020. The Charter Amendment becomes effective upon acceptance by the Maryland State Department of Assessments and Taxation.

Bylaw Amendment

In connection with the Charter Amendment, the Board of Trustees (the “Board”) of the Company approved and adopted an amendment (the “Bylaw Amendment”) to the Company’s Second Amended and Restated Bylaws (as amended, the “Bylaws”). Article XIII of the Bylaws was amended to provide that the Company’s Bylaws may be amended by the Board of Trustees or by the Company’s shareholders upon an affirmative vote of a majority of all votes entitled to be cast on the matter at a meeting of shareholders duly called and at which a quorum is present. The Bylaw Amendment becomes effective upon the effectiveness of the Charter Amendment.

The foregoing summaries of the Charter Amendment and the Bylaw Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Charter Amendment and the Bylaw Amendment, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders
The 2020 annual meeting of shareholders of the Company took place on May 14, 2020. At the meeting, shareholders voted on the election of nine nominees for the Company’s Board of Trustees to serve one-year terms expiring at the 2021 annual meeting of shareholders. The shares voted for, against, and abstaining as to each nominee were as follows:

Nominee
For
Against
 
Abstain
John A. Kite
66,998,586
 
 
2,677,218
 
 
257,307
 
William E. Bindley
67,480,646
 
 
2,426,474
 
 
25,991
 
Victor J. Coleman
69,198,978
 
 
690,014
 
 
44,119
 
Lee A. Daniels
68,975,616
 
 
931,504
 
 
25,991
 
Christie B. Kelly
69,120,403
 
 
771,342
 
 
41,366
 
David R. O’Reilly
68,928,154
 
 
979,064
 
 
25,892
 
Barton R. Peterson
68,393,722
 
 
1,513,398
 
 
25,991
 
Charles H. Wurtzebach
69,042,402
 
 
864,917
 
 
25,792
 
Caroline L. Young
69,625,346
 
 
284,537
 
 
23,228
 
*
There were a total of 5,768,065 Broker Non-Votes for each trustee nominee.

At the annual meeting, the shareholders voted on a non-binding resolution to approve the compensation of the Company’s executive officers. The shares voted for, against, and abstaining on this proposal were as follows:
 
For
Against
 
Abstain
Advisory vote on executive compensation
68,756,646
 
 
1,062,018
 
 
114,447
 
*
There were a total of 5,768,065 Broker Non-Votes related to the advisory vote on executive compensation.





At the annual meeting, the shareholders voted to ratify the appointment of KPMG LLP to serve as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2020. The shares voted for, against, and abstaining on this proposal were as follows:
 
For
Against
 
Abstain
Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2020
75,032,644
 
 
622,296
 
 
46,236
 

At the annual meeting, the shareholders voted to approve the Charter Amendment. The shares voted for, against, and abstaining on this proposal were as follows:

 
For
 
Against
 
Abstain
Approval of the Charter Amendment
69,587,037
 
 
287,745
 
 
 
58,329
 
*
There were a total of 5,768,065 Broker Non-Votes related to the vote to approve the Charter Amendment.

 
Item 9.01. Financial Statements and Exhibits.
 
(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.
 
Exhibit No.
 
Description
3.1
 
Articles of Amendment to the Articles of Amendment and Restatement of Declaration of Trust of Kite Realty Group Trust, as supplemented and amended

3.2
 
Second Amendment to the Second Amended and Restated Bylaws of Kite Realty Group Trust, as amended























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.

 
KITE REALTY GROUP TRUST
 
 
Date: May 20, 2020
By:
/s/ Scott E. Murray
 
 
Scott E. Murray
 
 
Executive Vice President, General Counsel,
 
 
and Corporate Secretary






























EXHIBIT INDEX





Exhibit 3.1
 
 
KITE REALTY GROUP TRUST

ARTICLES OF AMENDMENT

Kite Realty Group Trust, a Maryland real estate investment trust (the “Trust”) under Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Section 10.4 of Article X of the Articles of Amendment and Restatement of Declaration of Trust of the Trust filed on August 12, 2004 (as amended as set forth below, the “Declaration of Trust”), as amended by the Articles of Amendment filed on June 26, 2014 (“Amendment No. 1”), as amended by the Articles of Amendment filed on August 11, 2014 (“Amendment No. 2”), as further amended by the Articles of Amendment filed on May 21, 2015 (“Amendment No. 3”), is hereby amended by deleting such Section 10.4 and replacing it in its entirety with the following:

*******

Section 10.4 Bylaws. The Bylaws may be amended, altered or repealed, and new Bylaws may be adopted, by the Board of Trustees or by the affirmative vote of not less than a majority of all votes entitled to be cast on the matter at a meeting of shareholders duly called and at which a quorum is present.

*******

SECOND: The amendment to the Declaration of Trust as set forth above has been duly approved and advised by the Board of Trustees of the Trust and approved by the shareholders of the Trust as required by law.

THIRD: The undersigned officer acknowledges these Articles of Amendment to be the corporate act of the Trust and as to all matters of facts required to be verified under oath, the undersigned officer 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.

[Remainder of page intentionally left blank]






















IN WITNESS WHEREOF, Kite Realty Group Trust has caused these Articles of Amendment to be executed under seal in its name and on its behalf by the undersigned officer, and attested to by its Secretary, on this 15th day of May 2020.

KITE REALTY GROUP TRUST
                        
By:_/s/ John A. Kite____________________
Name:     John A. Kite
Title: Chairman and Chief Executive Officer


Attest:_/s/ Scott E. Murray_____________
Name:     Scott E. Murray
Title: EVP, General Counsel and Secretary





Exhibit 3.2

Second Amendment to Second Amended and Restated Bylaws of Kite Realty Group Trust
 
The Board of Trustees of Kite Realty Group Trust approved and adopted the following amendment to the Company’s Second Amended and Restated Bylaws (as amended, the “Bylaws”):

1.
Article XIII of the Bylaws is hereby amended by deleting such Article XIII, and replacing it in its entirety with the following:

ARTICLE XIII. AMENDMENT OF BYLAWS

These Bylaws may be amended, altered or repealed, and new Bylaws may be adopted, by the Board of Trustees or by the affirmative vote of not less than a majority of all votes entitled to be cast on the matter at a meeting of shareholders duly called and at which a quorum is present.