UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 16, 2020, the Board of Directors (the “Board”) of Starwood Property Trust, Inc., a Maryland corporation (the “Company”), amended and restated the bylaws of the Company (as so amended and restated, the “Bylaws”), effective immediately. The amendment consisted of revising Article XIV of the Bylaws to provide the stockholders of the Company with the power, by the affirmative vote of a majority of all votes entitled to be cast on the matter, to adopt, alter or repeal any provision of the Bylaws, and to make new Bylaws, at a duly called annual meeting or special meeting of the stockholders and at which a quorum is present (a “Stockholder Bylaw Proposal”); provided, that any such proposal must be submitted to the Company in accordance with the advance notice procedures and deadlines set forth in Article II, Section 11 of the Bylaws. In addition, in order for any stockholder to be eligible to submit a Stockholder Bylaw Proposal, such stockholder must (i) meet the same eligibility requirements as those set forth in Rule 14a-8 under the Securities Exchange Act of 1934, as amended (as such rule may be amended from time to time, “Rule 14a-8”); and (ii) submit sufficient evidence establishing that the eligibility requirements set forth in Rule 14a-8 have been met.
The foregoing information is qualified in its entirety by reference to the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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3.1 | Amended and Restated Bylaws of Starwood Property Trust, Inc., effective as of March 16, 2020. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
Dated: March 20, 2020 | STARWOOD PROPERTY TRUST, INC. | |
| By: | /s/ Andrew J. Sossen |
| Name: | Andrew J. Sossen |
| Title: | Chief Operating Officer and General Counsel |
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