Attached files
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| EX-99 - AMREP CORP. | axr8k091913bylaws.htm |
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): September 19, 2013
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AMREP CORPORATION
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(Exact name of Registrant as specified in its charter)
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Oklahoma
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1-4702
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59-0936128
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(State or other jurisdiction of
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(Commission File
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(IRS Employer
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incorporation)
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Number)
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Identification No.)
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300 Alexander Park, Suite 204, Princeton, New Jersey
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08540
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (609) 716-8200
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Not Applicable
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(Former name or former address, if changed since last report)
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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):
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[ ]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 19, 2013, the Board of Directors (the “Board”) of AMREP Corporation (the “Company”) amended Section 1(a) of Article III of the Company’s By-Laws to provide that the Board consists of five directors.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2013 Annual Meeting of Shareholders of the Company was held on September 19, 2013. At the meeting, shareholders holding an aggregate of 5,228,185 shares of common stock, par value $.10, of the Company out of a total of 7,195,454 shares outstanding and entitled to vote, were present in person or represented by proxy.
At the meeting, Lonnie A. Coombs was reelected director of the Company in Class II by the final votes set forth opposite his name, to hold office until the 2016 Annual Meeting of Shareholders and until his successor is elected and qualified:
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Votes For
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Votes
Withheld
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Broker Non-
Votes
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Lonnie A. Coombs
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5,175,447
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52,738
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0
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In addition, the following proposals were voted on and approved at the meeting.
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Proposal
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Votes For
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Votes Against
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Abstentions
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Broker Non-
Votes
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Advisory vote on the compensation paid to the Company’s named executive officers
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5,180,923
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34,664
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12,598
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0
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Proposal
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One Year
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Two Years
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Three Years
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Abstentions
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Broker Non-
Votes
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Advisory vote on preferred frequency of shareholder advisory votes on the compensation paid to the Company’s named executive officers
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5,207,207
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250
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16,406
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4,322
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0
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On September 19, 2013, consistent with the advisory vote on preferred frequency of shareholder advisory votes on the compensation paid to the Company’s named executive officers, the Board has determined that the advisory vote on the compensation paid to the Company’s named executive officers be submitted to the shareholders every year until the next vote on the frequency of such votes is conducted or until the Board determines that a different frequency of such votes is in the best interest of the shareholders of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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3.1
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By-Laws, as amended.
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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.
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AMREP Corporation
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Date: September 23, 2013
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By:
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/s/ Christopher V. Vitale
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Christopher V. Vitale
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Vice President, General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit Number
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Description
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3.1
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By-Laws, as amended.
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