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): April 5, 2019
Paramount Group, Inc.
(Exact Name of Registrant as Specified in Charter)
|
Maryland |
|
001-36746 |
|
32-0439307 |
|
(State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
|
of Incorporation) |
|
File Number) |
|
Identification No.) |
|
1633 Broadway, Suite 1801 New York, New York |
|
10019 |
|
(Address of Principal Executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (212) 237-3100
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 Instructions A.2.):
|
☐ |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
|
☐ |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
|
☐ |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
|
☐ |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
Emerging Growth Company ☐
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. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.
Effective April 5, 2019, the Board of Directors (the “Board”) of Paramount Group, Inc. (the “Company”) approved the Company’s Second Amended and Restated Bylaws to increase the maximum number of directors that may serve on the Board from nine directors to ten directors pursuant to Section 3.3 of the Company’s Second Amended and Restated Bylaws.
The foregoing description of the Company’s Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Company’s Second Amended and Restated Bylaws, which are filed as Exhibit 3.1 hereto and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
|
Exhibit Number |
|
Description |
|
3.1 |
|
|
|
|
|
|
2
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 hereunto duly authorized.
|
`````` |
PARAMOUNT GROUP, INC. |
|
|
|
|
|
|
|
|
|
|
||
|
|
By: |
/s/ Gage Johnson |
|
|
|
Name: |
Gage Johnson |
|
|
|
Title: |
Senior Vice President, General Counsel and Secretary |
|
|
|
|
|
|
|
|
|
|
|
Date: April 9, 2019
3