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): July 14, 2022
New York City REIT, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland | 001-39448 | 46-4380248 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
| | | |
650 Fifth Avenue, 30th Floor New York, New York 10019 |
| (Address, including zip code, of Principal Executive Offices) |
| |
| Registrant’s telephone number, including area code: (212) 415-6500 |
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:
| ¨ | 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 |
| Class A common stock, $0.01 par value per share | NYC | New York Stock Exchange |
| Class A Preferred Stock Purchase Rights | | 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. ¨
Common Stock [Member]
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Bylaws
On July 14, 2022, the board of directors of New York City REIT, Inc., a Maryland corporation (the “Company”), approved and adopted the Second Amendment to the Company’s Amended and Restated Bylaws, as amended by Amendment No. 1 to Amended and Restated Bylaws, to revise Article III Section 2 to provide that (a) (i) at any time that the number of directors comprising the board is less than five, one director will be a Managing Director and (ii) at any time that the number of directors comprising the board is five or more, up to two directors will be Managing Directors; provided, however, that if only one Managing Director is identified by the Company’s Advisor (as defined in the Company’s charter), the board will include one Managing Director and (b) in order to qualify for nomination or election as a director of the board, an individual at the time of nomination and election must meet the applicable qualifications of an “Independent Director” or a Managing Director, as the case may be, depending on the position for which the individual may be nominated or elected. The term “Managing Director” is defined in the amendment as (i) an individual identified by the Advisor or, (ii) in the absence of such designation, the individual then serving as the chief executive officer of the Company. Under the bylaws as amended, the term “Independent Director” means an individual who meets the qualifications of an independent director set forth in the Company’s Corporate Governance Guidelines, as amended from time to time. The Second Amendment to the Company’s Amended and Restated Bylaws is effective immediately.
The foregoing summary information set forth in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the Second Amendment to the Company’s Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| | | |
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.
| | New York City REIT, Inc. |
| | | |
| | | |
| Date: July 19, 2022 | By: | /s/ Edward M. Weil, Jr. |
| | | Edward M. Weil, Jr. |
| | | Chief Executive Officer, President, and Secretary |
