SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 17, 2009

 

LEXINGTON REALTY TRUST

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Maryland

1-12386

13-3717318

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer Identification Number)

 

One Penn Plaza, Suite 4015, New York, New York

10119-4015

(Address of Principal Executive Offices)

(Zip Code)

 

 

(212) 692-7200

(Registrant's Telephone Number, Including Area Code)

 

____________________________________________________

  (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 obligations 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))

 

   

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

On November 17, 2009, the Board of Trustees of Lexington Realty Trust (the “Trust”) adopted a first amendment (“First Amendment”) to the Trust’s Amended and Restated By-Laws effective as of November 17, 2009. The Board of Trustees has determined that it is in the best interest of the Trust to amend the voting provisions of the By-Laws to provide for majority voting in the case of uncontested elections and has adopted the First Amendment to reflect this determination. Previously, the By-Laws provided for plurality voting for the election of Trustees.

 

Attached as Exhibit 3.1 to this Current Report is a copy of the First Amendment. The description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the copy attached as an exhibit.

 

Item 8.01 Other Events.

 

On November 17, 2009, the Board of Trustees of the Trust adopted Amended and Restated Corporate Governance Guidelines, which now provide that executive officers are required to maintain ownership of at least 50% of any common shares acquired by them through the Trust’s equity award plans, including, without limitation, through option awards and vesting of restricted shares, after taxes and transaction costs, until retirement or other termination of employment.

 

The Amended and Restated Corporate Governance Guidelines are available on the Trust’s web site. Information contained on the Trust’s web site or the web site of any other person is not incorporated by reference into this Current Report on Form 8-K.

 

Item 9.01.

Financial Statements and Exhibits

 

 

(d)

Exhibits

 

 

3.1

First Amendment to the Amended and Restated By-Laws of Lexington Realty Trust

 

 

 

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.

 

Lexington Realty Trust

 

Date: November 20, 2009

By:

/s/ Patrick Carroll

 

Patrick Carroll

 

Chief Financial Officer

 
 
 

 

 

 

Exhibit Index

 

 

3.1

First Amendment to the Amended and Restated By-Laws of Lexington Realty Trust

 

 

 

FIRST AMENDMENT

TO THE

AMENDED AND RESTATED BY-LAWS

OF

LEXINGTON REALTY TRUST

(F/K/A LEXINGTON CORPORATE PROPERTIES TRUST)

THIS FIRST AMENDMENT, dated as of November 17, 2009, to the Amended and Restated By-Laws dated as of December 31, 2006 (the “By-Laws”) of Lexington Realty Trust, a Maryland statutory real estate investment trust (the “Company”), was adopted by the Board of Trustees of the Company (the “Trustees”) on November 17, 2009.  

WHEREAS , Article IX, Section 9.07 of the By-Laws grants to the Trustees the power to amend the By-Laws; and

WHEREAS , the Trustees have determined that it is in the best interest of the Company to amend the voting provisions of the By-Laws to provide for majority voting in the case of uncontested elections.

NOW, THEREFORE , the By-Laws are hereby amended as follows:

1.         Article I, Section 1.05 of the By-Laws is hereby deleted in its entirety and the following is hereby substituted therefor:

SECTION 1.05. Quorum; Voting . (a) Quorum . Unless the statute or the Declaration of Trust provides otherwise, at a meeting of shareholders the presence in person or by proxy of shareholders entitled to cast a majority of all the votes entitled to be cast at the meeting constitutes a quorum.

(b) Election of Trustees . Unless the statute or the Declaration of Trust provides otherwise, each trustee shall be elected by the vote of a majority of the votes cast by shareholders entitled to vote with respect to the election of trustees at a meeting duly called at which a quorum is present; provided that if the number of nominees exceeds the number of trustees to be elected, the trustees shall be elected by the vote of a plurality of the votes cast by shareholders entitled to vote with respect to the election of trustees at a meeting duly called at which a quorum is present. For purposes of this Section, a majority of the votes cast means that the number of shares voted “for” a nominee must exceed the number of votes cast “against” or “withheld” with respect to that nominee. Votes “against” or “withheld” with respect to a nominee will count as votes cast with respect to that nominee, but “abstentions” and broker non-votes with respect to that nominee will not count as votes cast with respect to that nominee. If a nominee that is already serving as a trustee is not elected, such trustee shall offer to tender his or her resignation to the Board of Trustees. The Nominating and Corporate Governance Committee of the Board of Trustees will make a recommendation to the Board of Trustees on whether to accept or reject the

 

resignation, or whether other action should be taken. The Board of Trustees will act on the Nominating and Corporate Governance Committee's recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The trustee who tenders his or her resignation will not participate in the Board of Trustee's decision. Each trustee shall hold office until his or her successor shall be duly elected and qualified, or until death, resignation or removal in the manner hereinafter provided, or until he or she shall cease to qualify. Each share may be voted for as many individuals as there are trustees to be elected and for whose election the share is entitled to be voted.

(b) Matters other than Election of Trustees .  A majority of the votes cast at a meeting of shareholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Declaration of Trust.  

2.

This Amendment was adopted by the Trustees to be effective on November 17, 2009.

 

 

By: /s/ Paul R. Wood

Paul R. Wood, Secretary