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) April 2, 2020
Federal Realty Investment Trust
(Exact name of registrant as specified in its charter)
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| Maryland | | 1-07533 | | 52-0782497 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| | 1626 East Jefferson Street, | Rockville, | Maryland | | 20852-4041 | |
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Registrant's telephone number including area code: 301/998-8100
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| Title of Each Class | Trading Symbol | Name of Each Exchange On Which Registered |
| Common Shares of Beneficial Interest | FRT | New York Stock Exchange |
| $.01 par value per share, with associated Common Share Purchase Rights | | |
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| Depositary Shares, each representing 1/1000 of a share | FRT-C | New York Stock Exchange |
| of 5.00% Series C Cumulative Redeemable Preferred Stock, $.01 par value per share | | |
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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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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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| ☐ | If an emerging growth company, indicate by checkmark if the registrant has elected not 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.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 2, 2020, the Board of Trustees of the Trust approved an amendment to Section 1 of Article II of the Trust’s Amended and Restated Bylaws to allow our annual shareholder meetings to be held by means of remote communications.
The new Section 1 is filed as an exhibit to this report and is incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following Exhibits are included in the Form 8-K:
Exhibit Description of Exhibit
3.1Amended Section 1 of Article II of the Amended and Restated Bylaws
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| 104 | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document) |
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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| | | | FEDERAL REALTY INVESTMENT TRUST |
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| Date: | April 7, 2020 | | /s/ Dawn M. Becker |
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| | | | Dawn M. Becker |
| | | | Executive Vice President-General Counsel and Secretary |
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