Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 2, 2016



Federal Realty Investment Trust

(Exact name of registrant as specified in its charter)




Maryland   1-07533   52-0782497

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


1626 East Jefferson Street, Rockville, Maryland   20852-4041
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number including area code: 301/998-8100



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):


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))




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

On November 2, 2016, the Board of Trustees of Federal Realty Investment Trust (the “Trust”) approved an amendment to Section 8 of Article II of the Trust’s Amended and Restated Bylaws to provide that a majority of the votes cast at a meeting of shareholders shall be required to elect any nominee for Trustee in an uncontested election of Trustees.

The new Section 8 is filed as an exhibit to this report and is incorporated by reference into this Item 5.03.


Item 9.01. Financial Statements and Exhibits


  (d) Exhibits

The following Exhibits are included in the Form 8-K:




Description of Exhibit

3.1    Amended Section 8 of Article II of the Amended and Restated Bylaws


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.


Date: November 4, 2016      

/s/ Dawn M. Becker

      Dawn M. Becker
      Executive Vice President-General Counsel and Secretary