Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Purchase Plan
On May 11, 2023, an affiliate of Andrew Spodek, our chief executive officer, entered into a pre-arranged trading plan (the “10b5-1 plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. Under the 10b5-1 plan, the affiliate of Mr. Spodek can purchase up to 100,000 shares of our Class A common stock between August 14, 2023 and August 13, 2024, subject to price and trading limitations under the plan.
Amended and Restated Bylaws
On August 4, 2023, our Board of Directors (the “Board”) amended and restated our Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective as of such date, to, among other things, implement a proxy access framework.
Implementation of Proxy Access
Section 14 of Article II of the Amended and Restated Bylaws has been added to permit a stockholder, or a group of up to 20 stockholders, to nominate and include director candidates constituting up to the lesser of two or 20% of the number of directors up for election at any annual meeting of stockholders, provided that (i) such stockholder or stockholder group, as applicable, owns 3% or more of the Company’s outstanding common stock continuously for at least three years, and (ii) such stockholder or stockholder group, as applicable, and the nominee(s) satisfy certain procedural, eligibility and disclosure requirements set forth in Article II, Section 14 of the Amended and Restated Bylaws.
Additional Bylaw Amendments Relating to Director Nominations and the Proposal of Other Business
In addition to the Board's implementation of proxy access, the Amended and Restated Bylaws were also updated to reflect certain procedural requirements related to the SEC’s recently adopted “universal proxy” rules and to more fully develop the process and information required to be disclosed by a stockholder nominating an individual for election to the Board or making a proposal of other business.
General
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In addition to the amendments described above, the Amended and Restated Bylaws include certain changes to (1) clarify language, (2) comply with or conform to Maryland law and (3) make various technical corrections and ministerial changes.
The foregoing summary description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, a copy of which is included as Exhibit 3.1 to this report and is incorporated herein by reference.
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Item 6. Exhibits
Exhibit Exhibit Description
3.1 Amended and Restated Bylaws of the Company, effective as of August 4, 2023. *
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101.INS INSTANCE DOCUMENT**
101.SCH SCHEMA DOCUMENT**
101.CAL CALCULATION LINKBASE DOCUMENT**
101.LAB LABELS LINKBASE DOCUMENT**
101.PRE PRESENTATION LINKBASE DOCUMENT**
101.DEF DEFINITION LINKBASE DOCUMENT**
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Exhibits filed with this report.
** Submitted electronically herewith. Attached as Exhibit 101 to this report are the following documents formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations and Comprehensive Income; (iii) Consolidated Statements of Changes in Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements.
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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, thereunto duly authorized.
POSTAL REALTY TRUST, INC.
Date: August 8, 2023 By: /s/ Andrew Spodek
Andrew Spodek
Chief Executive Officer
(Principal Executive Officer)
Date: August 8, 2023 By: /s/ Robert B. Klein
Robert B. Klein
Chief Financial Officer
(Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.