MacKenzie Realty Capital, Inc. (NASDAQ:MKZR), a real estate investment trust with a market capitalization of approximately $40 million, announced amendments to its Articles of Amendment and Restatement and its bylaws following a Special Meeting of Stockholders held on January 6, 2025.
According to InvestingPro data, the company has been experiencing significant price volatility, with the stock currently trading at $2.70, down nearly 39% over the past year. The changes, which include modifications to the company's corporate governance and stockholder meeting procedures, became effective as of January 10, 2025.
The amendments to the company's Second Articles of Amendment and Restatement (the "Second A&R Charter") were approved by stockholders at the Special Meeting and subsequently filed with the State Department of Assessments and Taxation of Maryland. The revisions are detailed in the definitive proxy statement filed with the SEC in connection with the Special Meeting.
Concurrently, the Board of Directors approved the Third Amended and Restated Bylaws (the "Third A&R Bylaws"), effective January 8, 2025. These bylaws introduce changes to align with the Maryland General Corporation Law (the "MGCL") and to reflect the company's status as no longer subject to the Statement of Policy Regarding Real Estate Investment Trusts by the North American Securities Administrators Association, Inc.
Key changes include the removal of specific timing for annual stockholder meetings, adjustment of the threshold for calling special meetings to a majority of votes entitled to be cast, and a reduction of the quorum requirement from 50% to one-third of all votes entitled to be cast. The Third A&R Bylaws also clarify voting procedures and advance notice provisions for stockholder nominations and proposals.
The Special Meeting addressed three proposals related to the charter amendments. All were approved by a majority of shares present, with Proposal 1.A receiving over 89.2% approval, Proposal 1.B receiving over 91.52% approval, and Proposal 1.C receiving over 90.35% approval from shares present at the meeting.
The Third A&R Bylaws also stipulate that the Circuit Court for Baltimore City, Maryland, or the United States District Court for the District of Maryland, Northern Division, will be the exclusive forum for certain types of litigation involving the company, unless the company consents to an alternative forum in writing.
These changes are part of MacKenzie Realty Capital's ongoing efforts to update its corporate governance practices and align with the standards of publicly listed companies.
While the stock has shown resilience with a 40.5% gain over the past six months, InvestingPro subscribers have access to additional insights, including 8 more key investment tips and comprehensive financial analysis that could help evaluate the impact of these corporate changes. The information contained in this article is based on the company's SEC filing and InvestingPro data.
In other recent news, MacKenzie Realty Capital, Inc. held its annual stockholders' meeting, where all four director nominees were re-elected for the upcoming fiscal year. The directors, Thomas Frame, Timothy Dozois, Chip Patterson, and Kjerstin Hatch, received strong endorsement with over 86% of the votes cast in favor of each. The company also ratified Moss Adams, LLP as its independent registered public accounting firm for the fiscal year ending June 30, 2025. This proposal passed with significant support, indicating that 97.16% of shares present supported the ratification.
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