Business Context and Reporting Period
Company: Cohen & Steers REIT and Preferred Income Fund, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 21, 2007
Subject: Amendments to Articles of Incorporation and Bylaws; Change in Fiscal Year (Item 5.03).
Financial Metrics
This filing is a corporate governance report and does not contain financial performance data. The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The Board of Directors adopted amendments to the Company's Bylaws effective December 21, 2007, and approved the filing of Articles Supplementary to the Charter. Key changes include:
- Advance Notice Provisions: The window for stockholder nominations and proposals is changing effective after the 2008 annual meeting from 90-120 days prior to the anniversary of the previous meeting to 120-150 days prior to the anniversary of the mailing of the previous notice. Enhanced informational requirements regarding persons acting in concert and hedging activities are now required.
- Special Meetings: New procedures established for stockholder-requested special meetings, including record dates and meeting logistics.
- Meeting Conduct: The Board is expressly authorized to determine the chairman and secretary of stockholder meetings and to establish conduct procedures.
- Stock Certificates: The Board may now maintain stock records solely in book-entry form without issuing physical certificates.
- Board Composition: The Company elected to be subject to Section 3-804(b) and (c) of the Maryland General Corporation Law (MGCL). The Board may now adjust the number of directors, and vacancies may be filled by a majority of remaining directors even if a quorum is not present.
Guidance, Outlook, and Risks
This filing contains no financial guidance, outlook, or management commentary regarding future performance. The primary risk disclosed relates to corporate governance, specifically the increased restrictions on stockholder ability to nominate directors or propose business and the Board's enhanced control over meeting procedures and director vacancies.
Key Facts for Investor Verification
- Verify the specific dates for the 2008 annual meeting to determine the exact application of the new 120-150 day advance notice window.
- Review the full text of the Amended and Restated Bylaws (Exhibit 3.1) for detailed requirements on stockholder information and hedging disclosures.
- Confirm the filing status of the Articles Supplementary (Exhibit 3.2) with the State of Maryland to validate the election under MGCL Section 3-804.
- Note that the Board now has unilateral authority to fill director vacancies without a quorum of the full Board.