false000134765212/3100013476522022-03-102022-03-100001347652us-gaap:CommonStockMember2022-03-102022-03-100001347652corr:SeriesACumulativeRedeemablePreferredStockMember2022-03-102022-03-10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 10, 2022
CorEnergy Infrastructure Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| | | | | | | | |
| Maryland | 001-33292 | 20-3431375 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
| | | | | | | | | | | | | | |
| 1100 Walnut, Ste. 3350 | Kansas City, | MO | 64106 |
| (Address of Registrant's Principal Executive Offices) | (Zip Code) |
| | | | | | | | |
| (816) | | 875-3705 |
| (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:
| | | | | |
| ☐ | 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)) |
| | | | | | | | | | | | | | |
| Securities registered pursuant to Section 12(b) of the Act: |
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange On Which Registered |
| Common Stock, par value $0.001 per share | | CORR | | New York Stock Exchange |
| 7.375% Series A Cumulative Redeemable Preferred Stock | | CORRPrA | | New York Stock Exchange |
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 3.03 | Material Modification to Rights of Security Holders. |
On March 10, 2022, the Board of Directors of CorEnergy Infrastructure Trust, Inc. (the “Company”) approved an amendment to Article II, Section 6 of the Company’s Third Amended and Restated Bylaws (“Bylaws) to lower the quorum required for taking action at a meeting of stockholders generally from shares entitled to cast a majority of the votes entitled to be cast (without regard to class) to shares entitled to cast one-third (1/3) of the votes entitled to be cast (without regard to class) and (2) to lower the quorum required for approval by a separate vote of one or more classes of stock from shares entitled to cast a majority of the votes entitled to be cast by each such class to shares entitled to cast one-third (1/3) of the votes entitled to be cast by each such class (the “Amendment”). The Board of Directors approved the Amendment to help ensure the Company would continue to be able to obtain the necessary quorum for its stockholders to be able to take action at both annual and special meetings of stockholders, in light of the recent decline in institutional holdings of the Company’s outstanding voting securities.
The foregoing description of the Amendment is qualified in its entirety by reference to the text of the Amendment, marked to show the changes, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| | | | | |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The disclosure provided under Item 3.03 above is incorporated herein by reference.
| | | | | |
| Item 9.01 | Financial Statements and Exhibits. |
| | | | | |
| (d) | EXHIBITS. |
| |
| Exhibit No. | Description |
| |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| | | | | | | | | | | |
| | CORENERGY INFRASTRUCTURE TRUST, INC. | |
| | | | |
| Dated: March 14, 2022 | By: | /s/ Robert L Waldron | |
| | | Robert L Waldron | |
| | | Chief Financial Officer | |