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

 

February 27, 2019

Date of Report (Date of earliest event reported)

 

Essential Properties Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

 

 

Maryland

(State or other jurisdiction of incorporation)

 

 

001-38530

(Commission File Number)

 

 

82-4005693

(IRS Employer Identification No.)

 

902 Carnegie Center Blvd., Suite 520
Princeton, New Jersey

(Address of principal executive offices)

 

 

08540

(Zip Code)

 

 

Registrant’s telephone number, including area code: (609) 436-0619

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))

 

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. ☒  

 

 

 


 

 

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

On February 27, 2019, Essential Properties Realty Trust, Inc. filed a Certificate of Correction (the “Certificate of Correction”) to its Articles of Amendment and Restatement (the “Charter”) with the State Department of Assessments and Taxation of Maryland. The Certificate of Correction fixes an incorrect cross reference contained in Article VIII of the Charter. The Certificate of Correction became effective upon filing.

A copy of the Certificate of Correction as filed with SDAT 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.

Exhibit No.

 

Description

3.1

 

Certificate of Correction to the Articles of Amendment and Restatement of Essential Properties Realty Trust, Inc., dated as of February 27, 2019

 


 

 

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.

 

 

ESSENTIAL PROPERTIES REALTY TRUST, INC.

 

 

 

 

Date:  February 27, 2019

 

By:

/s/ Hillary P. Hai

 

 

 

Hillary P. Hai

 

 

 

Chief Financial Officer

 

 

 

Exhibit 3.1

Certificate of Correction

ESSENTIAL PROPERTIES REALTY TRUST, INC.

 

CERTIFICATE OF CORRECTION

 

 

THIS IS TO CERTIFY THAT:

FIRST:  The title of the document being corrected is Articles of Amendment and Restatement (the “Articles”).

SECOND:  The sole party to the Articles is Essential Properties Realty Trust, Inc., a Maryland corporation (the “Corporation”).

THIRD:  The Articles were filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) on June 19, 2018.

FOURTH:  ARTICLE VIII of the Articles as previously filed with the SDAT is set forth below:

The Corporation reserves the right from time to time to make any amendment to the Charter, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Charter, of any shares of outstanding stock.  All rights and powers conferred by the Charter on the stockholders, directors and officers are granted subject to this reservation.  Except as set forth in this Article VIII and except for those amendments permitted to be made without stockholder approval under Maryland law or by specific provision in the Charter, any amendment to the Charter shall be valid only if declared advisable by the Board of Directors and approved by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter.  Any amendment to Section 5.9 of the Charter or to this sentence of the Charter shall be valid only if declared advisable by the Board of Directors and approved by the affirmative vote of stockholders entitled to cast two-thirds of all the votes entitled to be cast on the matter.  Further, to the extent required by the Stockholders’ Agreement, no amendment to Section 5.7, Section 5.8 or this sentence of the Charter shall be effective without the consent of Eldridge provided in accordance with the Stockholders’ Agreement.

FIFTH:  ARTICLE VIII of the Articles as corrected hereby is set forth below:

The Corporation reserves the right from time to time to make any amendment to the Charter, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Charter, of any shares of outstanding stock.  All rights and powers conferred by the Charter on the stockholders, directors and officers are granted subject to this reservation.  Except as set forth in this Article VIII and except for those

amendments permitted to be made without stockholder approval under Maryland law or by specific provision in the Charter, any amendment to the Charter shall be valid only if declared advisable by the Board of Directors and approved by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter.  Any amen dment to Section 5.8 of the Charter or to this sentence of the Charter shall be valid only if declared advisable by the Board of Directors and approved by the affirmative vote of stockholders entitled to cast two-thirds of all the votes entitled to be cast on the matter.  Further, to the extent required by the Stockholders’ Agreement, no amendment to Section 5.7, Section 5.8 or this sentence of the Charter shall be effective without the consent of Eldridge provided in accordance with the Stockholders’ Agree ment.

SIXTH:  The undersigned acknowledges this Certificate of Correction to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of such officer’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.


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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be signed in its name a nd on its behalf by its President and attested to by its Chief Financial Officer on February 27, 2019 .

 

ATTEST

 

ESSENTIAL PROPERTIES REALTY TRUST, INC.

/s/ Hillary P. Hai

 

By:

/s/  Peter M. Mavoides

Name:   Hillary P. Hai

 

 

Name:  Peter M. Mavoides

Title: Chief Financial Officer

 

 

Title: President and Chief Executive Officer

 

 

 

 

 

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