Actionable news
All posts from Actionable news

Amendments to Articles of Incorporation or

Prohibition on Classification of Board without Shareholder Approval - Opt-out of Classified Board Provision of Marylands Unsolicited Takeovers Act

On October 26, 2015, Pebblebrook Hotel Trust (the Company) filed Articles Supplementary (the Articles Supplementary) to the Companys Declaration of Trust, as amended and supplemented, with the State Department of Assessments and Taxation of Maryland to opt out of the classified board provision of Title 3, Subtitle 8 of the Maryland General Corporation Law (the MGCL) and prohibit the Company from opting back in to that provision without the prior approval of shareholders. Title 3, Subtitle 8 of the MGCL is commonly referred to as the Maryland Unsolicited Takeovers Act or MUTA.

The Articles Supplementary state that the Board of Trustees of the Company (the Board) has resolved to prohibit the Company from electing to be subject to Section 3-803 of the MGCL and that such prohibition may not be repealed unless a proposal to repeal such prohibition is approved by the affirmative vote of at least a majority of the votes cast on the matter by shareholders of the Company entitled to vote generally in the election of trustees of the Company.

As a result, the Board is prohibited from becoming classified under Section 3-803 of the MGC


unless a proposal to repeal that prohibition is approved by the affirmative vote of...