KRG Kite Realty Group Trust New

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2015

KITE REALTY GROUP TRUST

(Exact name of registrant as specified in its charter)

(317) 577-5600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Charter Amendment

On May 26, 2015, Kite Realty Group Trust (the “Company”) filed Articles of Amendment (the “Charter Amendment”) to its Articles of Amendment and Restatement of Declaration of Trust (as amended, the “Charter”) with the Maryland State Department of Assessments and Taxation to decrease the total number of common shares authorized for issuance under the Charter from 450,000,000 to 225,000,000. As previously disclosed, the Charter Amendment was approved by the shareholders of the Company at the Company’s 2015 annual meeting of shareholders held on May 21, 2015. The Charter Amendment became effective upon filing.

Bylaw Amendments

On May 21, 2015, the Board of Trustees (the “Board”) of the Company approved and adopted amendments (the “Bylaw Amendments”) to the Company’s Second Amended and Restated Bylaws (as amended, the “Bylaws”).  Article V, Section 2 of the Bylaws was amended to allow for the Company’s president to remove a vice president from office to coincide with the president’s authority to appoint vice presidents to office. Article V, Section 9 of the Bylaws also was amended to allow for the Company’s president to designate one or more vice presidents as executive vice president, senior vice president or vice president of particular areas of responsibility, in addition to the Board. The Bylaw Amendments became effective immediately.

The foregoing summaries of the Charter Amendment and the Bylaw Amendments do not purport to be complete and are qualified in their entirety by reference to the full text of the Charter Amendment and the Bylaw Amendments, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

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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.

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EXHIBIT INDEX

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Exhibit 3.1

KITE REALTY GROUP TRUST

ARTICLES OF AMENDMENT

Kite Realty Group Trust, a Maryland real estate investment trust (the “Trust”) under Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST:  Section 6.1 of Article VI of the Articles of Amendment and Restatement of Declaration of Trust of the Trust filed on August 12, 2004 (as amended as set forth below, the “Declaration of Trust”), as amended by the Articles of Amendment filed on June 26, 2014 (“Amendment No. 1”), as further amended by the Articles of Amendment filed on August 11, 2014 (“Amendment No. 2”), is hereby amended by deleting such Section 6.1 and replacing it in its entirety with the following:

*******

“Section 6.1  Authorized Shares.  The beneficial interest of the Trust shall be divided into shares of beneficial interest (the “Shares”). The Trust has authority to issue 225,000,000 common shares of beneficial interest, $0.01 par value per share (“Common Shares”), and 40,000,000 preferred shares of beneficial interest, $0.01 par value per share (“Preferred Shares”).”

*******

SECOND:  The amendment to the Declaration of Trust as set forth above has been duly approved and advised by the Board of Trustees of the Trust and approved by the shareholders of the Trust as required by law.

THIRD:  The total number of shares of beneficial interest that the Trust had authority to issue immediately prior to the filing of these Articles of Amendment was 450,000,000 common shares of beneficial interest, $0.01 par value per share, and 40,000,000 preferred shares of beneficial interest, $0.01 par value per share. Immediately prior to the filing of these Articles of Amendment, the aggregate par value of all authorized common shares of beneficial interest having par value was $4,500,000, and the aggregate par value of all authorized preferred shares of beneficial interest having par value was $400,000.

FOURTH:  The total number of shares of beneficial interest that the Trust has authority to issue immediately upon the filing of these Articles of Amendment is 225,000,000 common shares of beneficial interest, $0.01 par value per share, and 40,000,000 preferred shares of beneficial interest, $0.01 par value per share. Immediately upon the filing of these Articles of Amendment, the aggregate par value of all authorized common shares of beneficial interest having par value is $2,250,000, and the aggregate par value of all authorized preferred shares of beneficial interest having par value is $400,000.

FIFTH:  The preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption were not changed by the foregoing amendment.

SIXTH:  The undersigned officer acknowledges these Articles of Amendment to be the corporate act of the Trust and as to all matters of facts required to be verified under oath, the undersigned officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, Kite Realty Group Trust has caused these Articles of Amendment to be executed under seal in its name and on its behalf by the undersigned officer, and attested to by its Secretary, on this 21st day of May, 2015.

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Exhibit 3.2

First Amendment to Second Amended and Restated Bylaws of Kite Realty Group Trust

On May 21, 2015, the Board of Trustees of Kite Realty Group Trust approved and adopted the following amendments to the Company’s Second Amended and Restated Bylaws (as amended, the “Bylaws”):

1.              Effective immediately, Article V, Section 2 of the Bylaws is hereby amended by deleting such Article V, Section 2 and replacing it with the following new Article V, Section 2:

“Section 2. REMOVAL AND RESIGNATION.  Any officer or agent of the Trust may be removed by the Board of Trustees if in its judgment the best interests of the Trust would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Similarly, any vice president may be removed by the president if in his or her judgment the best interests of the Trust would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Trust may resign at any time by giving written notice of his or her resignation to the Trustees, the chairman of the board, the president or the secretary. Any resignation shall take effect at any time subsequent to the time specified therein or, if the time when it shall become effective is not specified therein, immediately upon its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Trust.

2.              Effective immediately, Article V, Section 9 of the Bylaws is hereby amended by deleting the last two sentences of such Article V, Section 9 and replacing them with the following new sentence:

“The Board of Trustees or the president may designate one or more vice presidents as executive vice president, as senior vice president or as vice president for particular areas of responsibility.”