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Section 1: 8-K (8-K)

false--12-31Q220200000910108 0000910108 2020-04-03 2020-04-04 0000910108 exch:XNYS us-gaap:SeriesCPreferredStockMember 2020-04-03 2020-04-04 0000910108 exch:XNYS us-gaap:CommonClassAMember 2020-04-03 2020-04-04

Washington, D.C. 20549


Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 3, 2020

(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
One Penn Plaza, Suite 4015,
New York,
New York
(Address of Principal Executive Offices)
(Zip Code)
(212) 692-7200
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(s)
Name of each exchange on which registered
Shares of beneficial interest, par value $0.0001 per share, classified as Common Stock
New York Stock Exchange
6.50% Series C Cumulative Convertible Preferred Stock, par value $0.0001 per share
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. o

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

Effective April 3, 2020, the Board of Trustees of Lexington Realty Trust (the “Trust”) amended the Trust’s Amended and Restated By-laws to allow the Trust to hold remote shareholder meetings as permitted under Maryland law and to clarify certain provisions regarding the setting of a record date for a shareholder meeting or other shareholder action.

This description of the amendment is qualified in its entirety by reference to the complete text of the amendments to the Trust’s Amended and Restated By-laws, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number
Exhibit Name



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: April 9, 2020
/s/ Joseph S. Bonventre
Joseph S. Bonventre

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Section 2: EX-3.1 (EXHIBIT 3.1)


Exhibit 3.1

Pursuant to SECTION 9.07 of ARTICLE IX of the Amended and Restated By-Laws (the “By-Laws”) of Lexington Realty Trust, a Maryland real estate investment trust (the “Company”), the By-Laws of the Company are amended, effective as of April 3, 2020, as follows:
SECTION 1.01 of ARTICLE I is deleted in its entirety and replaced with the following:
SECTION 1.01. Annual Meeting. The Company shall hold an annual meeting of its shareholders to elect trustees and transact any other business within its powers on the date and at the time and place, or by means of remote communication, set by the Board of Trustees. Except as the Declaration of Trust or statute provides otherwise, any business may be considered at an annual meeting without the purpose of the meeting having been specified in the notice. Failure to hold an annual meeting does not invalidate the Company’s existence or affect any otherwise valid corporate acts.
SECTION 1.03 of ARTICLE I is deleted in its entirety and replaced with the following:
SECTION 1.03. Place of Meetings. Meetings of shareholders shall be held at such place, or by means of remote communication, as is set from time to time by the Board of Trustees.
SECTION 6.03 of ARTICLE VI is deleted in its entirety and replaced with the following:
SECTION 6.03. Fixing of Record Date. The Board of Trustees may set a record date for the purpose of making any proper determination with respect to shareholders, including which shareholders are entitled to notice of a meeting, vote at a meeting, receive a dividend or be allotted other rights. Such record date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of shareholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of shareholders of record is to be held or taken. When a record date for the determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been set as provided in this section, such record date shall continue to apply to the meeting if postponed or adjourned, except if the meeting is postponed or adjourned to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting shall be determined as set forth herein.

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