Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
January 5, 2023, the Board of Trustees(the "Board") of Ellington Residential Mortgage REIT(the "Company") approved and adopted the Company's Second Amended and Restated Bylaws (the "Second Amended and Restated Bylaws") to, among other things, update provisions relating to shareholder meetings to ensure compliance with federal proxy rules, including Rule 14a-19 under the Securities Exchange Act of 1934, as amended. The Second Amended and Restated Bylaws became effective upon adoption by the Board. The Second Amended and Restated Bylaws include the following amendments, among other updates:
Article II (Meetings of Shareholders) has been updated to:
•Clarify that the Board may determine that a meeting of shareholders may be held by means of remote communication; •Clarify that any shareholder nominating individuals for election to the Board or proposing other business at a shareholder meeting must, in addition to being a record holder at the time of giving notice and the meeting, have been a shareholder of record as of the record date; •Amend language to ensure that any shareholder casting a vote by proxy complies with
Marylandlaw and the Company's bylaws; •Reflect the requirement that any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board; •Update the provisions related to the information required to be included in a shareholder's notice of nomination of individuals for election as a trustee and the information required to be included in any notice of other business the shareholder proposes to bring before a meeting; •Require a shareholder submitting a trustee nomination to make a written undertaking that such shareholder intends to solicit holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of trustees in support of the trustee nomination; •Update the accompanying certifications made by a shareholder submitting a notice of nomination of individuals for election as a trustee; and •Reflect that the Company will disregard any proxy authority granted in favor of any proposed trustee nominee if the shareholder soliciting proxies in support of such proposed nominee abandons the solicitation or does not comply with Rule 14a-19 under the Securities Exchange Act of 1934 (the "Exchange Act").
Article III (Trustees) has been updated to temporarily reduce the quorum and
notice requirements for a meeting of the Board, if necessary, during a
catastrophe or other emergency circumstances.
Article IV (Committees) has been revised to provide for subcommittees.
A new Article XIII (
Exclusive Forum for Certain Litigation) has been added to provide that certain types of litigation be brought in any state court located within the State of Maryland(or, if no state court located within the State of Marylandhas jurisdiction, any federal court located within the State of Maryland). These choice of forum provisions will not apply to suits brought to enforce a duty or liability created by the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, or any other claim for which federal courts have exclusive jurisdiction. In addition, Article XIII provides that, unless the Company consents in writing to an alternative forum, the federal district courts of the United Stateswill be the sole and exclusive forum for actions brought under the Securities Act. The above description of certain provisions of the Second Amended and Restated Bylaws is not intended to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws filed as Exhibit 3.1 to this Form 8-K, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith this Current
Report on Form 8-K.
Exhibit 3.1 Second Amended and Restated Bylaws of Ellington
Residential Mortgage REIT,
January 5, 2023Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
© Edgar Online, source