The RMR Group Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
The
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| 8742 | ||
| (Commission File Number) | (Primary Standard Industrial | (IRS Employer |
| Classification Code Number) | Identification Number) |
(Address of principal executive offices, including zip code)
(
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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.
Securities registered pursuant to Section 12(b) of the Act:
| Title Of Each Class | Trading Symbol | Name
Of Each Exchange On Which Registered | ||
| The (Nasdaq Capital Market) |
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).
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. ¨
In this Current Report on Form 8-K, the terms “the Company” or “its” refer to The RMR Group Inc.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 11, 2024, the Board of Directors of the Company approved and adopted the Fifth Amended and Restated Bylaws (the “Amended Bylaws”), to (1) eliminate provisions which, subject to certain exceptions, allowed for the resolution of disputes, claims or controversies brought by a shareholder against the Company or any Director, officer, manager, agent or employee of the Company on such shareholder’s own behalf, on behalf of the Company or on behalf of any series or class of shares or shareholders, including derivative and class actions, through binding and final arbitration in accordance with specified procedures, and (2) make certain clarifying, administrative and conforming changes.
The foregoing description of the Company’s Amended Bylaws is not complete and is subject to and qualified in its entirety by reference to the Amended Bylaws, a copy of which is filed as Exhibit 3.6 to this Current Report on Form 8-K and incorporated herein by reference. In addition, a marked copy of the Amended Bylaws indicating changes made to the bylaws as they existed immediately prior to the adoption of the Amended Bylaws is filed as Exhibit 3.7 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
| Exhibit Number |
Description | |
| 3.6 | Fifth Amended and Restated Bylaws of the Company, adopted June 11, 2024 (Filed herewith) | |
| 3.7 | Fifth Amended and Restated Bylaws of the Company, adopted June 11, 2024 (marked copy) (Filed herewith) | |
| 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.
| THE RMR GROUP INC. | ||
| Date: June 11, 2024 | By: | /s/ Matthew P. Jordan |
| Matthew P. Jordan | ||
| Executive Vice President, | ||
| Chief Financial Officer and Treasurer | ||