PS BUSINESS PARKS INC/CA false 0000866368 --12-31 0000866368 2020-08-04 2020-08-04 0000866368 us-gaap:CommonStockMember 2020-08-04 2020-08-04 0000866368 psb:DepositarySharesEachRepresenting11000OfA5.200CumPrefStockSeriesW0.01ParValueMember 2020-08-04 2020-08-04 0000866368 psb:DepositarySharesEachRepresenting11000OfA5.250CumPrefStockSeriesX0.01ParValueMember 2020-08-04 2020-08-04 0000866368 psb:DepositarySharesEachRepresenting11000OfA5.200CumPrefStockSeriesY0.01ParValueMember 2020-08-04 2020-08-04 0000866368 psb:DepositarySharesEachRepresenting11000OfA4.875CumPrefStockSeriesZ0.01ParValueMember 2020-08-04 2020-08-04

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): August 4, 2020

 

 

PS BUSINESS PARKS, INC.

(Exact name of registrant as specified in its charter)

 

 

California

(State or Other Jurisdiction of Incorporation)

 

1-10709   95-4300881
(Commission File Number)   (I.R.S. Employer Identification Number)

 

701 Western Avenue, Glendale, California   91201-2349
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (818) 244-8080

N/A

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

 

 

Check the appropriate box 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):

 

  ☐

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

 

Ticker

Symbol

 

Name of Each Exchange

on Which Registered

Common Stock, $0.01 par value per share   PSB   New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 5.200% Cum Pref Stock, Series W, $0.01 par value   PSBPrW   New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 5.250% Cum Pref Stock, Series X, $0.01 par value   PSBPrX   New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 5.200% Cum Pref Stock, Series Y, $0.01 par value   PSBPrY   New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.875% Cum Pref Stock, Series Z, $0.01 par value   PSBPrZ   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 2.02. Results of Operations and Financial Conditions

On August 4, 2020, PS Business Parks (the “Company”) reported its results of operations and financial condition for the quarter ended June 30, 2020. The full text of the press release issued in connection with this announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company’s Supplemental Information Package for the second quarter of 2020 is attached as Exhibit 99.2. The information in Item 2.02 of this Form 8-K and the Exhibits attached hereto pursuant to Item 9.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

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

Also on August 4, 2020, the Board of Directors (the “Board”) of the Company amended and restated the bylaws of the Corporation (as amended, the “Bylaws”) to include certain provisions requiring advance notice of shareholder business and nominations.

A new Section 14 was added to Article III of the Bylaws to require that shareholders nominating persons for election to the Board or proposing business to be considered at an annual meeting of shareholders must satisfy certain conditions, including timely notice to the Secretary of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting nor later than the close of business on the ninetieth (90th) day of such anniversary date. A shareholder’s notice must be in proper written form and must include certain information specified in the Bylaws.

The description of the amendments above does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, attached as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

  Exhibit 3.2          Amended and Restated Bylaws
    Exhibit 99.1          Press release dated August 4, 2020.
    Exhibit 99.2          Supplemental Information, Second Quarter 2020.
   Exhibit 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.

 

PS BUSINESS PARKS, INC.
Date: August 4, 2020
By:       /s/ Jeffrey D. Hedges
      Jeffrey D. Hedges
      Chief Financial Officer
PS Business Parks (NYSE:PSB-Y)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more PS Business Parks Charts.
PS Business Parks (NYSE:PSB-Y)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more PS Business Parks Charts.