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): January 29, 2020

CATCHMARK TIMBER TRUST, INC.
(Exact name of registrant as specified in its charter)

Maryland
001-36239
20-3536671
 (State or other jurisdiction of incorporation)
 (Commission File Number)
(IRS Employer Identification No.)
 
 
5 Concourse Parkway, Suite 2650
Atlanta, Georgia
30328
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (855) 858-9794

N/A
(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):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o 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 Symbols(s)
Name of each exchange on which registered
Class A Common Stock, $0.01 Par Value Per Share
CTT
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 o

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.  o   







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

On January 29, 2020, the Board of Directors (the “Board”) of CatchMark Timber Trust, Inc. (the “Company”) unanimously adopted Amendment No. 1 (the “Amendment”) to the Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective immediately upon approval by the Board. The Amendment revises Article XIII to allow stockholders of the Company the right to alter or repeal existing bylaws and the ability to adopt new bylaws with approval by a majority of the votes entitled to be cast on the matter. Prior to the adoption of the Amendment, only the Board had the power to adopt, alter or repeal any provision of the Bylaws and to make new Bylaws, except with respect to amendments of Article XIV.

The foregoing description is qualified in its entirety by reference to the full text of the Amendment, a copy of which is included as Exhibit 3.1 to this report and incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits
 (d) Exhibits:















SIGNATURE
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 thereunto duly authorized.


 
CATCHMARK TIMBER TRUST, INC.
 
 
 
Date: January 30, 2020
By:
/s/ Brian M. Davis
 
 
Brian M. Davis
Chief Executive Officer and President









AMENDMENT NO. 1

TO THE AMENDED AND RESTATED BYLAWS

OF CATCHMARK TIMBER TRUST, INC.

1.    The Amended and Restated Bylaws (the “Bylaws”) of CatchMark Timber Trust, Inc., a Maryland corporation, are hereby amended by deleting therefrom in its entirety Article XIII and inserting in lieu thereof a new Article XIII to read as follows:

“ARTICLE XIII
AMENDMENT OF BYLAWS

Except as provided otherwise in Section 3 of Article XIV, the Board of Directors shall have the power to alter or repeal any provision of these Bylaws and to adopt new Bylaws; provided, however, that the stockholders shall have the power, at any annual or special meeting of the stockholders, subject to the requirements of Section 3 of Article II and Section 11 of Article II, as applicable, to alter or repeal any provision of these Bylaws and to adopt new Bylaws if any such alteration, repeal or adoption is approved by the affirmative vote of a majority of all votes entitled to be cast on the matter and is otherwise permitted by applicable law; provided further that the stockholders shall not have the power to alter or repeal this Article XIII or adopt any provision of these Bylaws inconsistent with this Article XIII without the approval of the Board of Directors.”

2. Except as set forth herein, the Bylaws shall remain in full force and effect.