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 reporte d): June 25, 2012

Cole Credit Property Trust IV, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
 
 
 
 
 
 
 
Maryland
 
333-169533
 
27-3148022
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2325 East Camelback Road, Suite 1100, Phoenix, Arizona 85016
(Address of principal executive offices)
(Zip Code)
 
(602) 778-8700
(Registrant's telephone number, including area code)
 
None
(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:

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))

 
 



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

Effective June 25, 2012, Ar ticle III, Section 11 of the Bylaws of Cole Credit Property Trust IV, Inc. (the “Company”) was amended to require that any vacancy on the Company’s Board of Directors (the “Board”) resulting from an increase in the size of the Board be filled by a majority vote of the entire Board, including a majority of the directors who are independent directors, as defined in the Company’s charter (the “Independent Directors”). This section of the Bylaws previously provided that such vacancies could be filled by a majority vote of the entire Board, but did not require that a majority of the Independent Directors also approve the filling of such vacancies. In addition, Section 11 of Article III was amended by the addition of a sentence stating that this section may be amended only upon the affirmative vote of the Board, including a majority of the Independent Directors. Previously, this section of the Bylaws could be amended by the Board, but amendments were not also required to be approved by a majority of the Independent Directors. A copy of the amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits
Exhibit Number
 
Name
3.1
 
First Amendment of Bylaws, effect ive June 25, 2012.
    



2

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.



Dat ed: June 27, 2012
COLE CREDIT PROPERTY TRUST IV, INC.
 
 
By:
/s/ D. Kirk McAllaster, Jr.
 
 
Name:
D. Kirk McAllaster, Jr.
 
 
Title:
Executive Vice President, Chief Financial Officer and Treasurer
 
 
 
Principal Financial Officer
 


3


Exhibit 3.1

FIRST AMENDMENT TO BYLAWS
OF
COLE CREDIT PROPERTY TRUST IV, INC.

The Bylaws of Cole Credit Property Trust IV, Inc. (“the Bylaws”), are hereby amended as follows:
Article III, Section 11 of the Bylaws is deleted in its entirety and replaced with the following:
“Section 11. VACANCIES . If for any reason any or all of the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder. Until such time as the Corporation becomes subject to Section 3-804(c) of the MGCL, any vacancy on the Board of Directors for any cause other than an increase in the number of directors may be filled by a majority of the remaining directors, even if such majority is less than a quorum; any vacancy in the number of directors created by an increase in the number of directors may be filled by a majority vote of the entire Board of Directors, including a majority of the directors who are Independent Directors as defined in the Charter; and any individual so elected as director shall serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies. At such time as the Corporation becomes subject to Section 3-804(c) of the MGCL and except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, any vacancy on the Board of Directors may be filled only by a majority of the remaining directors, including a majority of the directors who are Independent Directors as defined in the Charter, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies. Independent Directors shall nominate replacements for vacancies among the Independent Directors' positions. Notwithstanding the provisions of Article XIII of these Bylaws, this Section 11 of Article III shall be amended only upon the affirmative vote of the Board of Directors, including a majority of the directors who are Independent Directors.”
Except as herein amended, the provisions of the Bylaws shall remain in full force and effect.
AS APPROVED BY THE BOARD OF DIRECTORS EFFECTIVE: June 25, 2012.