Current Report Filing (8-k)

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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): May 24, 2023

EPR Properties

(Exact name of registrant as specified in its charter)

Maryland

001-13561

43-1790877

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

909 Walnut Street,

Suite 200

Kansas City,

Missouri

64106

(Address of principal executive offices) (Zip Code)

(816)			472-1700

(Registrant’s telephone number, including area code) 

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

Common shares, par value $0.01 per share

EPR

New York Stock Exchange

5.75% Series C cumulative convertible preferred shares, par value $0.01 per share

EPR PrC

New York Stock Exchange

9.00% Series E cumulative convertible preferred shares, par value $0.01 per share

EPR PrE

New York Stock Exchange

5.75% Series G cumulative redeemable preferred shares, par value $0.01 per share

EPR PrG

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

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

On May 26, 2023, EPR Properties (the "Company") amended (the "Amendment") Article EIGHTH, Section 1 of its Amended and Restated Declaration of Trust, as amended, to increase the number of authorized common shares of beneficial interest, par value $0.01 per share, which the Company has authority to issue from 100,000,000 shares to 125,000,000 shares.

Immediately after filing the Amendment, the Company has authority to issue 150,000,000 shares of beneficial interest, consisting of 125,000,000 common shares of beneficial interest, $0.01 par value per share, and 25,000,000 preferred shares of beneficial interest, $0.01 par value per share, having an aggregate par value of $1,500,000.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Company's 2023 Annual Meeting of Shareholders held on May 24, 2023, the matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below:

Proposal No. 1

The following nominees for trustees were elected to serve one-year terms expiring in 2024:

						For						Against						Abstentions						Broker Non-Votes
Peter C. Brown						46,716,144						1,130,228						990,401						7,506,175
John P. Case III						47,437,311						408,835						990,627						7,506,175
James B. Connor						42,955,307						4,891,807						989,659						7,506,175
Virginia E. Shanks						46,748,515						1,101,357						986,901						7,506,175
Gregory K. Silvers						45,956,446						1,889,682						990,645						7,506,175
Robin P. Sterneck						42,857,283						4,955,711						1,023,779						7,506,175
Lisa G. Trimberger						47,052,168						798,109						986,496						7,506,175
Caixia Y. Ziegler						47,000,687						844,863						991,223						7,506,175

Proposal No. 2

The shareholders approved the compensation of the Company's named executive officers as presented in the Company's proxy statement on a non-binding, advisory basis:

For			45,141,358
Against			2,613,384
Abstain			1,082,031
Broker Non-Vote			7,506,175

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Proposal No. 3

The shareholders voted to have the Company hold a vote every year to approve the compensation of the Company's named executive officers on a non-binding, advisory basis:

1 Year			46,208,510
2 Years			90,410
3 Years			1,536,720
Abstain			1,001,079
Broker Non-Vote			7,506,175

The Company's Board of Trustees has determined that the Company will continue to submit the vote to approve the compensation of the Company's named executive officers on a non-binding, advisory basis to shareholders every year.

Proposal No. 4

The shareholders approved the ratification of KPMG LLP as the Company's independent registered public accounting firm for 2023:

For			54,574,226
Against			1,667,168
Abstain			101,554
Broker Non-Vote			—

Item 9.01    Financial Statements and Exhibits.

Exhibit No.						Description
3.1						Articles of Amendment of Amended and Restated Declaration of Trust of EPR Properties, dated May 26, 2023.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

 

			EPR PROPERTIES
			By:						/s/ Mark A. Peterson
									Mark A. Peterson
									Executive Vice President, Treasurer and Chief Financial Officer

Date: May 26, 2023